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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A No. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1997
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 1-12830
BioTime, Inc.
(Exact name of registrant as specified in its charter)
California 94-3127919
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
935 Pardee Street, Berkeley, California 94710
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 845-9535
Securities registered pursuant to Section 12(b)
of the Act:
Common Shares, no par value
(Title of Class)
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 ]
The approximate aggregate market value of voting stock held by nonaffiliates of
the registrant was $105,070,000 as of September 22, 1997.
3,266,193
(Number of Common Shares outstanding as of September 22, 1997)
Documents Incorporated by Reference
None
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a-1) Financial Statements.
The following financial statements of BioTime, Inc. are filed in the Form 10-K:
Page
----
Independent Auditors' Report 35
Balance Sheet at June 30, 1997 and 1996 36
Statements of Operations for each of the three
years in the period ending June
30, 1997, and for the period from
November 30, 1990 (inception) to June 30, 1997 37
Statements of Shareholders' Equity for the period
from November 30, 1990 (inception) to June 30, 1997 38-39
Statements of Cash Flows for each of the three years
in the period ending June 30, 1997, and for the period
from November 30, 1990 (inception) to June 30, 1997 40-41
Notes to Financial Statements 42-50
2
(a-3) Exhibits.
Exhibit
Numbers Description
3.1 Articles of Incorporation as Amended.**
3.3 By-Laws, As Amended.#
4.1 Specimen of Common Share Certificate.+
10.1 Lease Agreement dated July 1, 1994 between the Registrant and Robert
and Norah Brower, relating to principal executive offices of the
Registrant.*
10.2 Employment Agreement dated June 1, 1996 between the Company and Paul
Segall.++
10.3 Employment Agreement dated June 1, 1996 between the Company and Hal
Sternberg.++
10.4 Employment Agreement dated June 1, 1996 between the Company and Harold
Waitz.++
10.5 Employment Agreement dated June 1, 1996 between the Company and Judith
Segall.++
10.6 Employment Agreement dated June 1, 1996 between the Company and
Victoria Bellport.++
10.7 Intellectual Property Agreement between the Company and Paul Segall.+
10.8 Intellectual Property Agreement between the Company and Hal
Sternberg.+
10.9 Intellectual Property Agreement between the Company and Harold Waitz.+
10.10 Intellectual Property Agreement between the Company and Judith
Segall.+
10.11 Intellectual Property Agreement between the Company and Victoria
Bellport.+
10.12 Agreement between CMSI and BioTime Officers Releasing Employment
Agreements, Selling Shares, and Transferring Non-Exclusive License.+
10.13 Agreement for Trans Time, Inc. to Exchange CMSI Common Stock for
BioTime, Inc. Common Shares.+
10.14 1992 Stock Option Plan, as amended.^
10.15 Employment Agreement dated April 1, 1997 between the Company and
Ronald S. Barkin.^
10.16 Intellectual Property Agreement between the Company and Ronald S.
Barkin.^
3
23.1 Consent of Deloitte & Touche LLP^^
+ Incorporated by reference to Registration Statement on Form S-1, File Number
33-44549 filed with the Securities and Exchange Commission on December 18, 1991,
and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and
Exchange Commission on February 6, 1992 and March 7, 1992, respectively.
# Incorporated by reference to Registration Statement on Form S-1, File Number
33-48717 and Post-Effective Amendment No. 1 thereto filed with the Securities
and Exchange Commission on June 22, 1992, and August 27, 1992, respectively.
* Incorporated by reference to the Company's Form 10-K for the fiscal year ended
June 30, 1994.
++ Incorporated by reference to the Company's Form 10-K for the fiscal year
ended June 30, 1996.
^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
March 31, 1997.
^^ Previously filed September 26, 1997.
** Filed herewith.
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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 to
be signed on its behalf by the undersigned, thereunto duly authorized on the
26th day of September 1997.
BIOTIME, INC.
/s/: Paul E. Segall
By:______________________________
Paul E. Segall, Ph.D.
President and Chief Executive
Officer (Principal executive officer)
Signature Title Date
- -------------------- --------------------- ----------------
/s/: Paul E. Segall
- ---------------------
Paul E. Segall, Ph.D. President, Chief Executive Officer and September 26, 1997
Director (Principal Executive Officer)
/s/: Ronald S. Barkin
- ---------------------
Ronald S. Barkin Executive Vice President and Director September 26, 1997
/s/: Harold D. Waitz
- ---------------------
Harold D. Waitz, Ph.D. Vice President and Director September 26, 1997
/s/:Hal Sternberg
- ----------------------
Hal Sternberg, Ph.D. Vice President and Director September 26, 1997
/s/:Victoria Bellport
- ----------------------
Victoria Bellport Chief Financial Officer and September 26, 1997
Director (Principal Financial and
Accounting Officer)
/s/:Judith Segall
- ----------------------
Judith Segall Vice President, Corporate Secretary September 26, 1997
and Director
- ----------------------
Jeffrey B. Nickel Director September 26, 1997
61
AMENDED ARTICLES OF INCORPORATION
OF
BIOTIME, INC.
Paul Segall and Judith Segall certify that:
1. They are the President and the Secretary, respectively, of BioTime,
Inc., a California Corporation.
2. The Articles of Incorporation of this corporation are amended to
read in full as follows:
"ONE: The name of this corporation is BioTime, Inc.
TWO: The purpose of the corporation is to engage in any lawful
act or activity for which a corporation may be organized under the
General Corporation Law of California other than the banking business,
the trust company business, or the practice of a profession permitted
to be incorporated by the California Corporations Code.
THREE: The corporation is authorized to issue two classes of
shares, which shall be designated "Common Shares" and "Preferred
Shares". The number of Common Shares which the corporation is
authorized to issue is 5,000,000 and the number of Preferred Shares
which the corporation is authorized to issue is 1,000,000. The
Preferred Shares may be issued in one or more series as the board of
directors may by resolution determine. The board of directors is
authorized to fix the number of shares of any series of Preferred
Shares and to determine or alter the rights, preferences, privileges,
and restrictions granted to or imposed on the shares of Preferred
Shares as a class, or upon any wholly unissued series of any Preferred
Shares. The board of directors may, by resolution, increase or decrease
(but not below the number of shares of such series then outstanding)
the number of shares of any series of Preferred Shares subsequent to
the issue of shares of that series. Upon the amendment of this article
to read as herein set forth, each outstanding share of common stock is
converted into or reconstituted as 0.1667 Common Share.
FOUR: The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent permissible
under California law. The corporation is authorized to indemnify
"agents", as such term is defined in Section 317 of the California
Corporations Code, to the fullest extent permissible under California
law."
3. The foregoing amendment of articles of incorporation has been duly
approved by the board of directors.
4. The foregoing amendment of articles of incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of the corporation
is 5,351,672. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50%.
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We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this amendment are true and correct of
our own knowledge.
Date: July 15, 1991
/s/: Paul Segall
-----------------------
Paul Segall, President
/s/: Judith Segall
------------------------
Judith Segall, Secretary
2
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Paul E. Segall and Judith Segall certify that:
They are the President and Secretary, respectively, of BioTime, Inc., a
California corporation.
The sentence of Article THREE of the Articles of Incorporation that now
reads "The number of Common Shares which the Corporation is authorized to issue
is 5,000,000 and the number of Preferred Shares which the Corporation is
authorized to issue is 1,000,000" is amended to read as follows:
"The number of Common Shares which the Corporation is authorized to
issue is 25,000,000 and the number of Preferred Shares which the
Corporation is authorized to issue is 1,000,000."
The foregoing amendment of Articles of Incorporation has been duly approved
by the board of directors.
The foregoing amendment of Articles of Incorporation has been duly approved
by the required vote of shareholders in accordance with section 902 of the
Corporations Code. The total number of outstanding Common Shares of the
corporation is 3,203,193. There are no Preferred Shares outstanding. The number
of Common Shares voting in favor of the amendment equaled or exceeded the vote
required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed at Berkeley, California on June 20, 1997.
/s/: Paul E. Segall
------------------------------------
Paul E. Segall, President
/s/: Judith Segall
------------------------------------
Judith Segall, Secretary
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