-----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, GdDuSQFxwjg2FXeUzZqVpTs6nH6mLTbNrY+eE0fjWG8LgAXww5iH8FLp+YW7Yigy L7z9S6uY/NqYNRtKiXReyA== 0000914760-02-000212.txt : 20021218 0000914760-02-000212.hdr.sgml : 20021218 20021218143923 ACCESSION NUMBER: 0000914760-02-000212 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20021218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLYCOGENESYS INC CENTRAL INDEX KEY: 0000946661 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330231238 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26476 FILM NUMBER: 02861646 BUSINESS ADDRESS: STREET 1: 31 ST. JAMES AVENUE STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174220674 MAIL ADDRESS: STREET 1: 31 ST JAMES AVE STREET 2: 8TH FL CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: SAFESCIENCE INC DATE OF NAME CHANGE: 19980401 FORMER COMPANY: FORMER CONFORMED NAME: IGG INTERNATIONAL INC DATE OF NAME CHANGE: 19950721 FORMER COMPANY: FORMER CONFORMED NAME: GLYCOGENESY INC DATE OF NAME CHANGE: 20011107 10-K/A 1 g5587210ka3.txt DECEMBER 13, 2002 FORM 10-K/A (Amendment No. 3) SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [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 0-26476 GLYCOGENESYS, INC. (Exact name of Company as specified in its charter) Nevada 33-0231238 State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) Park Square Building 31 St. James Avenue, 8/th/ Floor Boston, Massachusetts 02116 (Address of principal executive offices, including postal code.) (617) 422-0674 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None Securities registered pursuant to Section 12(g) of the Act: Title of each class Common Stock Indicate by check mark whether the Company (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 Company 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 the 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. [_] The aggregate market value at April 12, 2002 of the voting stock of the Registrant held by non-affiliates (based on the closing price of $1.40 on the Nasdaq SmallCap market on that date) was approximately $31,360,000. The number of shares outstanding each of the Registrant's classes of common stock, as of April 12, 2002 was 37,064,044. EXPLANATORY NOTE This Amendment No. 3 of the Company's Annual Report on Form 10-K/A reflects the issuance of the audit report for SafeScience Newco, Ltd. by Deloitte & Touche LLP. Such audit report had previously been issued by Deloitte & Touche (Hamilton, Bermuda). PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) Documents filed as part of this report: 1) The following financial statements of GlycoGenesys, Inc. are contained in Item 8 of Part II of the Company's Form 10-K/A filed on May 30, 2002: Report of Independent Auditors--Deloitte & Touche LLP Report of Independent Public Accountants--Arthur Andersen LLP Consolidated Balance Sheets as of December 31, 2001 and 2000 Consolidated Statements of Operations for the years ended December 31, 2001, 2000 and 1999. Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2001, 2000 and 1999. Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999. Notes to Consolidated Financial Statements 2) The following financial statement schedules are filed as part of this Amendment No. 3: Financial statements of SafeScience Newco, Ltd. and Report of Independent Auditors--Deloitte & Touche LLP Otherfinancial statement schedules are omitted because the required information is not present or not present in sufficient amounts to require submission of the schedule or because the information is reflected in the consolidated financial statements or notes thereto. 2 Independent Auditors' Report To the Board of Directors and Stockholders of SafeScience Newco, Ltd.: We have audited the accompanying balance sheet of SafeScience Newco, Ltd. (a development stage company) as of December 31, 2001 and the related statements of operations, stockholders' equity, and cash flows for the period from inception (July 10, 2001) through December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted an audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2001 and the results of its operations and its cash flows for the period from inception (July 10, 2001) through December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is a development stage company engaged in the development of a pharmaceutical product. As discussed in Note 1 to the financial statements, the Company incurred a net loss of $17.7 million for the period from inception through December 31, 2001, and had an accumulated deficit of $882,483 as of December 31, 2001. The Company expects to incur substantial additional operating costs, including costs related to ongoing research and development activities. Future funding is subject to continued agreement of a business plan by the Company's owners. In the event funding is not obtained, the Company may be required to curtail operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. Managements' plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Deloitte & Touche LLP Boston, Massachusetts May 29, 2002, except for Note 6, as to which the date is December 18, 2002 3 SafeScience Newco, Ltd. (A Development Stage Company)
BALANCE SHEET ASSETS December 31, 2001 ------------ CURRENT ASSETS: Cash and cash equivalents $ 19,054 Prepaid expenses 2,250 ----------- Total assets $ 21,304 =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable to related parties $ 903,787 ----------- Total current liabilities $ 903,787 ----------- STOCKHOLDERS' EQUITY (DEFICIT): Convertible preferred stock, $1.00 par value Authorized-6,000 shares 6,000 shares issued and outstanding as of December 31, 2001 (liquidation value $7,500,000) 6,000 Common Stock, $1.00 par value Authorized - 6,000 shares 6,000 shares issued and outstanding as of December 31, 2001 6,000 Additional Paid-in Capital 16,818,962 Deficit accumulated during the development stage (17,713,445) ----------- Total stockholders' equity (deficit) (882,483) ----------- Total liabilities & stockholders' equity (deficit) $ 21,304 =========== The accompanying notes are an integral part of these financial statements.
4 SafeScience Newco, Ltd. (A Development Stage Company) STATEMENT OF OPERATIONS For The Period from Inception (July 10, 2001) through December 31, 2001 ----------------- Operating expenses: Research and development $ 17,694,894 General and administrative 18,551 ----------- Total operating expenses 17,713,445 ----------- Net loss $ (17,713,445) =========== The accompanying notes are an integral part of these financial statements. 5 SafeScience Newco, Ltd. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Convertible Deficit Preferred Stock Common Stock Accumulated -------------------- -------------------- Additional During the Total Number $1.00 Number $1.00 Paid-in Development Stockholder's of Shares Par Value of Shares Par Value Capital Stage Equity (deficit) --------- --------- --------- --------- ------- ----------- ---------------- Inception of the Company: Issuance of preferred stock on July 10, 2001 6,000 $6,000 -- -- $ 7,494,000 -- $ 7,500,000 Issuance of common stock on July 10, 2001 -- -- 6,000 $6,000 7,494,000 -- 7,500,000 Capital contribution -- -- -- -- 1,830,962 -- 1,830,962 Net Loss -- -- -- -- -- (17,713,445) (17,713,445) --------- --------- --------- --------- ----------- ------------ ------------- Balance, December 31, 2001 6,000 $6,000 6,000 $6,000 $16,818,962 $(17,713,445) $ (882,483) ========= ========= ========= ========= =========== ============ ============= The accompanying notes are an integral part of these financial statements.
6 SafeScience Newco, Ltd. (A Development Stage Company) STATEMENT OF CASH FLOWS For The Period from Inception (July 10, 2001) through December 31, 2001 ----------------- Cash flows from operating activities: Net loss $ (17,713,445) Adjustments to reconcile net loss to net cash used in operating activities: Write-off of acquired technology 15,000,000 Changes in assets and liabilities: Prepaid expenses and other current assets (2,250) Accounts payable 903,787 ------------- Net cash used in operating activities (1,811,908) Cash flows from financing activities: Capital contributions received 1,830,962 ------------- Net cash provided by financing activities 1,830,962 ------------- Net increase in cash and cash equivalents 19,054 Cash and cash equivalents, beginning balance -- ------------- Cash and cash equivalents, ending balance $ 19,054 ============= Supplemental disclosure of non-cash financing activities: Issuance of preferred stock and common stock for technology license $ 15,000,000 ============= The accompanying notes are an integral part of these financial statements. 7 SAFESCIENCE NEWCO, LTD. (A Development Stage Company) Notes to Financial Statements (including data applicable to unaudited periods) December 31, 2001 (1) Operations On July 10, 2001, GlycoGenesys, Inc. (GlycoGenesys, formerly known as SafeScience, Inc.) and Elan Corporation, plc ("Elan") and EIS International Services Ltd. ("EIS"), formed SafeScience Newco Ltd. ("SafeScience Newco") an exempted Company incorporated in Bermuda. SafeScience Newco is owned by GlycoGenesys and EIS holding 80.1% and 19.9% fully-diluted interests, respectively (see Note 6). GlycoGenesys and EIS own 100% and 0% of the common stock and 60.2% and 39.8% of the preferred stock of SafeScience Newco, respectively. The primary objective of SafeScience Newco is the business of development, testing, registration, manufacturing, commercialization and licensing of GCS-100 as defined in the Subscription, Joint Development and Operating Agreement dated July 10, 2001 between EIS and GlycoGenesys. On July 10, 2001, EIS acquired 4,944.44 shares of GlycoGenesys's Series A convertible exchangeable preferred stock (Series A Preferred Stock) for $12,015,000. The Series A Preferred Stock is convertible, at EIS's option, into GlycoGenesys's common stock or exchangeable into shares of SafeScience Newco preferred stock held by GlycoGenesys representing a 30.1% interest in SafeScience Newco on a fully-diluted basis. Such exchange would increase EIS's ownership in SafeScience Newco to 50% on a fully-diluted basis. GlycoGenesys used the Series A Preferred Stock sale to purchase its 80.1% interest in SafeScience Newco on a fully-diluted basis. SafeScience Newco used this, along with EIS's 19.9% investment on a fully-diluted basis, to pay $15.0 million to Elan for a license giving SafeScience Newco rights to use EIS's drug delivery technologies. Immediately, upon completing this transaction, the cost of the license was expensed as a research and development cost because revenue resulting from such technology was not likely in the foreseeable future. While GlycoGenesys owns 100% of the voting common stock and 80.1% of the outstanding capital stock on a fully-diluted basis of SafeScience Newco, Ltd. EIS has retained significant minority investor rights that are considered "participating rights" as defined in Emerging Issues Task Force (EITF) Issue 96-16, "Investors' Accounting for an Investee When the Investor Has a Majority of the Voting Interest but the Minority Shareholder Has Certain Approval or Veto Rights". EIS's participating rights overcome the presumption that GlycoGenesys exercises control over SafeScience Newco. Upon continued agreement of a business plan, and once agreement has been reached on funding, GlycoGenesys and EIS contribute to SafeScience Newco in relation to their relative fully-diluted ownership interests (see Notes 5 and 6). In July 2001, GlycoGenesys entered into an $9,612,000 stock subscription agreement (the "Securities Purchase Agreement") with EIS. The stock purchases under the Securities Purchase Agreement are restricted for GlycoGenesys's funding of SafeScience Newco. As of December 31, 2001 there had been 862.71 shares purchased under the Securities Purchase Agreement. 8 SAFESCIENCE NEWCO, LTD. (A Development Stage Company) Notes to Financial Statements December 31, 2001 (continued) SafeScience Newco is in the development stage and is devoting substantially all of its efforts toward product research and development. SafeScience Newco is subject to a number of risks similar to those of other development stage companies. Principal among these risks are the dependence on key individuals, the need to develop commercially usable products, competition from substitute products and larger companies, and the need to obtain adequate financing necessary from GlycoGenesys and EIS to fund further product development (see Note 6). The Company incurred a net loss of $17.7 million for the period from inception through December 31, 2001 and had an accumulated deficit of $882,483 as of December 31, 2001. The Company expects to incur substantial additional operating costs, including costs related to ongoing research and development activities. As discussed above and in Note 6, future funding is subject to continued agreement of a business plan by the Company's owners. In the event funding is not obtained, the Company may be required to curtail operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might results from the outcome of this uncertainty. (2) Summary of Significant Accounting Policies The accompanying financial statements reflect the application of certain accounting policies described below and elsewhere in the notes to the financial statements. (a) Fair Value of Financial Instruments The carrying amounts of SafeScience Newco's financial instruments, which include the amounts due to related parties, approximate their fair value. (b) Concentrations of Limited Suppliers Certain materials used in SafeScience Newco's development process are procured from a single source. The failure of a supplier, including a subcontractor, to deliver on schedule could delay or interrupt the development process and hereby adversely affect SafeScience Newco's operating results. (c) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 9 SAFESCIENCE NEWCO, LTD. (A Development Stage Company) Notes to Financial Statements December 31, 2001 (Continued) (d) Research and Development Expenses SafeScience Newco charges research and development expenses to operations as incurred. The cost of the license from Elan was immediately expensed because revenues resulting from such technology were not likely in the foreseeable future. (e) Comprehensive Loss Comprehensive loss is defined as the change in stockholders' deficit during a period from transactions and other events and circumstances from non-owner sources. SafeScience Newco's net loss is equal to its comprehensive loss. (f) Organization Costs All organization costs have been expensed as incurred. (g) Disclosures about Segments of an Enterprise Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions regarding resource allocation and assessing performance. To date, SafeScience Newco has viewed its operations and manages its business as principally one operating segment. (3) Income Taxes Under current Bermuda law, SafeScience Newco is not required to pay any taxes in Bermuda on either income or capital gains. SafeScience Newco has received an undertaking from the Minister of Finance in Bermuda that, in the event of such taxes being imposed, SafeScience Newco will be exempt from taxation until the year 2016. (4) Stockholders' Deficit (a) Authorized Stock SafeScience Newco has authorized capital stock of 12,000 shares, of which 6,000 are $1.00 par value common stock and 6,000 are $1.00 par value convertible preferred stock. 10 SAFESCIENCE NEWCO, LTD. (A Development Stage Company) Notes to Financial Statements December 31, 2001 (Continued) (b) Common Stock In July 2001, SafeScience Newco sold 6,000 shares of common stock at $1,250 per share resulting in net proceeds of $7,500,000. (c) Convertible Preferred Stock In July 2001, SafeScience Newco sold 6,000 shares of convertible preferred stock (Preferred Stock) at $1,250 per share resulting in net proceeds of $7,500,000. The rights, preferences and privileges of the Preferred Stock are as follows: Voting Rights Preferred stockholders do not have voting rights. Dividends Preferred stockholders are entitled to dividends as and when declared by the Board of Directors. Preferred stockholders are entitled to participate equally on a pro rata basis in any dividend declared for the holders of common stock. Liquidation Preference In the event of liquidation, dissolution or winding-up of SafeScience Newco and before any distribution to common stockholders and any prior series of preferred stock, the holders of Preferred Stock are entitled to receive $1,250 per share, respectively, plus all declared but unpaid dividends. Conversion Each share of Preferred Stock is convertible, at the option of the holder, into one share of common stock, subject to adjustments for dilutive issuances of stock at any time after July 10, 2002. (5) Related Party Transactions SafeScience Newco's research and development and general and administrative costs were paid for directly by the SafeScience Newco stockholders. These transactions are in the normal course of operations and amounts payable to these stockholders are summarized as follows: 11 SAFESCIENCE NEWCO, LTD. (A Development Stage Company) Notes to Financial Statements December 31, 2001 (Continued) December 31, 2001 ------------ Due to GlycoGenesys, Inc. $ 884,515 Due to Elan, plc $ 19,272 ---------- Total $ 903,787 ========== These balances are unsecured and interest free with no set terms of repayment. They are classified as current liabilities as SafeScience Newco will reimburse GlycoGenesys and Elan upon its funding by its stockholders. (6) Subsequent events On December 18, 2002, GlycoGenesys, Elan, EIS and SafeScience Newco entered into an agreement which terminated the joint venture relationship between GlycoGenesys and EIS. Under the terms of the termination agreement, all joint venture agreements have been terminated and GlycoGenesys has regained all intellectual property rights to GCS-100. In addition, GlycoGenesys has acquired EIS's 19.9% interest in SafeScience Newco and now owns 100% of the outstanding capital stock of SafeScience Newco. EIS is eligible to receive a royalty on certain future revenues related to GCS-100. As discussed in Note 1, SafeScience Newco 's future is dependent upon its ability to obtain financing to fund its operations. SafeScience Newco has not obtained commitments from any existing or potential investors to provide additional financing. In the event additional financing is not obtained, SafeScience Newco may be required to curtail operations. 12 Exhibits: 3) See (c) below. (b) Reports on Form 8-K. 1) Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2001 reporting the completion of a securities offering. (c) Exhibits. The following documents are incorporated herein by reference from the Registrant's Form 10, as filed with the Securities and Exchange Commission, SEC file No. 0-26476: 3.1 Articles of Incorporation of Alvarada, Inc. 3.2 Amendment to the Articles of Incorporation dated March 1, 1995. 3.3 Amendment to the Articles of Incorporation dated March 3, 1995. 3.4 Amendment to the Articles of Incorporation dated May 23, 1995 3.5 Bylaws of Alvarada, Inc. 3.6 Articles of Incorporation of International Gene Group. 3.7 Bylaws of the Company of International Gene Group. 3.8 Articles of Incorporation of Agricultural Glycosystems, Inc. 3.9 Bylaws of the Company of Agricultural Glycosystems, Inc. 4.1 Specimen Stock Certificate. 10.1 Agreement and Plan of Reorganization. 10.2 Licensing Agreement with Dr. Platt. The following documents are incorporated herein by reference from the Registrant's Form S-8 Registration Statement filed with the Commission on May 14, 1996, SEC file No. 333-04764: 10.5 Incentive Stock Option Plan. The following documents are incorporated herein by reference from the Registrant's Registration Statement on Form SB-2, filed with the Commission on November 20, 1996, SEC file no. 333-16087: 10.10 Warrant Agreement with James C. Czirr. The following documents are incorporated herein by reference from the Registrant's Form 10-K for the period ending December 31, 1997: 10.12 Licensing Agreement with Agrogene Ltd. 99.1 Office Lease The following documents are incorporated by reference from the Registrant's Form 8-K filed on April 7, 2000: 13 10.1 Securities Purchase Agreement by and among GlycoGenesys, Inc., Strong River Investments, Inc. and Montrose Investments Ltd., dated March 19, 2000. 10.2 Form of Closing Warrants dated March 29, 2000. 10.3 Form of Adjustable Warrants dated March 29, 2000. 10.4 Registration Rights Agreement by and among GlycoGenesys, Inc., Strong River Investments, Inc. and Montrose Investments Ltd. dated March 29, 2000. 10.5 Letter of Agreement by and among GlycoGenesys, Inc., Strong River Investments, Inc. and Montrose Investment Ltd. dated March 29, 2000. The following documents are incorporated herein by reference from the Registrant's Form 10-Q for the quarter ending September 30, 2000: 10.22 Employment Agreement between GlycoGenesys, Inc. and Bradley J. Carver dated June 29, 1999. 10.23 1998 Stock Option Plan 10.24 2000 Stock Incentive Plan The following document is incorporated herein by reference from the Registrant's Form 8-K filed on January 3, 2001: 10.1 License Agreement by and among SafeScience, Inc., Wayne State University and the Barbara Ann Karmanos Cancer Institute dated January 26, 2001. The following document is incorporated herein by reference from the Registrant's Form 10-K for the period ending December 31, 2000: 10.18 Product Formula between SafeScience, Inc. and Delta-Omega Technologies, Inc. dated January 5, 2001. The following document is incorporated herein by reference from the Registrant's Form 8-K filed on May 23, 2001: 10.1 Amendment No. 1 dated May 14, 2001 to the License Agreement by and among SafeScience, Inc., Wayne State University and the Barbara Ann Karmanos Cancer Institute dated January 26, 2001. The following documents are incorporated herein by reference from the Registrant's Form 8-K filed on June 29, 2001: 10.1 Securities Purchase Agreement dated June 22, 2001 between SafeScience, Inc. and Elan International Services, Ltd. 10.2 Subscription, Joint Development and Operating Agreement dated as of June 29, 2001 among Elan Corporation, plc, Elan International Services, Ltd., SafeScience, Inc. and SafeScience Newco, Ltd. 10.3 SafeScience License Agreement dated as of June 29, 2001 between SafeScience, Inc. and SafeScience Newco Ltd. 10.4 Elan License Agreement dated as of June 29, 2001 between Elan Corporation, plc and SafeScience Newco, Ltd. 10.5 SafeScience Registration Rights Agreement dated as of June 29, 2001 between SafeScience, Inc. and Elan International Services, Ltd. 14 10.6 SafeScience Newco Registration Rights Agreement dated as of June 29, 2001 among SafeScience Newco, Ltd. SafeScience, Inc. and Elan International Services, Ltd. The following documents are incorporated herein by reference from the Registrant's Form 10-Q for the quarter ending June 30, 2001: 4.1 Certificate of Designations, Preferences and Rights of Series A, Series B and Series C Preferred Stock of SafeScience, Inc. 10.7 Warrant dated July 10, 2001 issued to Elan International Services, Ltd. The following documents are incorporated herein by reference from the Registrant's Form 10-Q for the quarter ending September 30, 2001: 4.1 Certificate of Amendment to the Articles of Incorporation of the Company filed on October 31, 2001. 10.1 Amendment No. 2 dated November 7, 2001 to the License Agreement by and among GlycoGenesys, Inc., Wayne State University and the Barbara Ann Karmanos Cancer Institute dated January 26, 2001. The following documents are an exhibit hereto: 10.1 Employment Agreement between GlycoGenesys, inc. and Chris Szustkiewicz, Ph.D. Dated March 18, 2002, as amended on March 22, 2002.* 23.1 Consent of Arthur Andersen LLP** 23.2 Consent of Deloitte & Touche LLP** 23.3 Consent of Deloitte & Touche LLP 99.1 Audit Committee Report and Audit Fees** 99.2 Section 906 Certification - -------------- * Previously filed on Annual Report of Form 10-K filed with the Securities and Exchange Commission on April 16, 2002 ** Previously filed on Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on May 30, 2002. 15 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. 3 to Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts on this 18th day of December 2002. GLYCOGENESYS, INC. (formerly known as SafeScience, Inc.) BY: /s/ Bradley J. Carver Bradley J. Carver, President and Treasurer /s/ John W. Burns John W. Burns, Senior Vice President, Chief Financial Officer and Secretary /s/ Patrick J. Joyce Patrick J. Joyce, Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 3 to Report on Form 10-K/A has been signed by the following persons in the capacities and on the dates indicated: Signatures Title Date /s/ Bradley J. Carver President, Treasurer and Bradley J. Carver a member of the Board of Directors December 18, 2002 /s/ John W. Burns SVP, CFO, Secretary December 18, 2002 John W. Burns and Director /s/ Patrick J. Joyce Principal Accounting Officer December 18, 2002 Patrick J. Joyce /s/ David W. Dube David W. Dube Director December 18, 2002 /s/ Theodore J. Host Theodore J. Host Director December 18, 2002 /s/ Michael E. Hanson Michael E. Hanson Director December 18, 2002 /s/ Brian G. R. Hughes Brian G. R. Hughes Chairman of the Board of Directors December 18, 2002 16 CERTIFICATION I, Bradley J. Carver, certify that: 1. I have reviewed this annual report on Form 10-K/A of GlycoGenesys, Inc. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: December 18, 2002 By: /s/ Bradley J. Carver ---------------------------------------- Name: Bradley J. Carver Title: Chief Executive Officer and President 17 CERTIFICATION I, John W. Burns, certify that: 4. I have reviewed this annual report on Form 10-K/A of GlycoGenesys, Inc. 5. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. 6. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. Date: December 18, 2002 By: /s/ John W. Burns ---------------------------------------------------- Name: John W. Burns Title: Senior Vice President and Chief Financial Officer 18 EX-23 3 g5587210ka3x233.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-81208, 333-71954, 333-70976, 333-60132, 333-43038, 333-40322 and 333-35876 on Form S-3 and Nos. 333-70982, 333-38964 and 333-35874 on Form S-8 of our report dated May 29, 2002, except for Note 6, as to which the date is December 18, 2002, relating to the financial statements of SafeScience Newco, Ltd., (which report expresses an unqualified opinion and includes an explanatory paragraph referring to SafeScience Newco Ltd.'s ability to continue as a going concern) appearing in this Annual Report on Form 10-K/A of GlycoGenesys, Inc. for the year ended December 31, 2001. /s/ Deloitte & Touche LLP Boston, Massachusetts December 18, 2002 EX-99.2 4 g5587210ka3x992.txt SECTION 906 CERTIFICATION Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. (S)1350, as adopted pursuant to (S)906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of GlycoGenesys, Inc. (the "Company"), hereby certifies, to his knowledge, that: (1) the Company's annual report on Form 10-K/A for the year ended December 31, 2001 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report. Dated: December 18, 2002 By: /s/ John W. Burns By: /s/ Bradley J. Carver ------------------------- --------------------------- Name: John W. Burns Name: Bradley J. Carver Title: SVP, CFO & Secretary Title: CEO & President -----END PRIVACY-ENHANCED MESSAGE-----