SEC Info - Therapeutic Antibodies Inc/DE - 10-K/A

SEC Info

Home

My Interests

Help

Please Sign In

Therapeutic Antibodies Inc/DE · 10-K/A · For 12/31/98

Filed On 4/30/99 · SEC File 0-25978 · Accession Number 950144-99-5128

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 4/30/99  Therapeutic Antibodies Inc/DE     10-K/A     12/31/98    1:11                                     950144

Amendment to Annual Report · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Therapeutic Antibodies Inc                            11     73K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Relationships and Related Transactions Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management 401(k) Plan
1	1st Page
2	Item 10. Directors and Executive Officers of the Registrant
4	Item 11. Executive Compensation
8	401(k) Plan
9	Item 12. Security Ownership of Certain Beneficial Owners and Management
10	Item 13. Certain Relationships and Related Transactions

10-K/A 1st Page of 11 TOC Top Previous Next Bottom Just 1st
 Sponsored Ads...







SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 10-K/A

 AMENDMENT NO. 1

(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, 1998 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 NO.: 0-25978
                     ---------

 THERAPEUTIC ANTIBODIES INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

   DELAWARE                                 62-1212485
----------------------------------------    ------------------------------------
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
Incorporation or Organization)                                        

1207 17TH AVENUE SOUTH, SUITE 103                                       
NASHVILLE, TENNESSEE                             37212      
----------------------------------------    ------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)             

Registrant's telephone number, including area code: (615) 327-1027
                                                    ----------------

 Securities registered pursuant to Section 12(b) of the Act:

                                           Name of Each Exchange
 Title of Each Class                       on Which Registered
----------------------------------------    ------------------------------------
 NONE                                       NONE

 Securities registered pursuant to Section 12(g) of the Act:

 COMMON STOCK, PAR VALUE $.001 PER SHARE
 ---------------------------------------
  (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 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 of the shares of Common Stock of
the registrant held by non-affiliates on March 26, 1999 ($.91 per share) was    
$42,581,409. As of March 26, 1999, the registrant had outstanding 52,057,219    
shares of Common Stock.                                                         

10-K/A 2nd Page of 11 TOC 1st Previous Next Bottom Just 2nd

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                     

    The current directors and executive officers of the Company are as
follows:                                                                        

                                                        · Enlarge/Download Table

Name                         Age  Position                                                     
----                         ---  --------                                                     
                                                                                               
Stuart M. Wallis             53   Chairman of the Board                                        

Andrew J. Heath, M.D., Ph.D. 51   Vice Chairman of the Board and Chief  Executive Officer      

Martin S. Brown              60   Director and Secretary                                       

Tim Chard, M.D.              61   Director and Senior Vice President - Research and Development
                                  Administration                                               

James C. Christie            41   Director of Global Operations                                

Carol Clark-Evans            39   Vice President of Regulatory and Clinical Affairs            

R. Stephen Porter            49   Executive Director of Medical Affairs                        

       STUART M. WALLIS, Chairman of the Board. Mr. Wallis has held a number
of senior management and board positions in the automotive, publishing,         
packaging and pharmaceutical industries. Mr. Wallis currently holds             
chairmanships with Seton Scholl Healthcare plc, Yorkshire Group PLC, John       
Mansfield Group PLC, Euramax plc and Hay Hall Group Ltd. He is a Director of    
Informa Group PLC, Herons Park Investments Ltd. and Silverspice Ltd. Mr. Wallis 
served as Chairman of Sheffield Forgemasters Ltd. from 1996 to 1998 and as the  
Chief Executive Officer of the pharmaceutical group Fisons from 1994 to 1995. He
became Chairman of the Company in September 1998.                               

    ANDREW J. HEATH, M.D., PH.D., Vice Chairman of the Board and Chief
Executive Officer. Dr. Heath holds a science degree in pharmacology from the    
University of London and an M.D. from Sweden's Gothenberg University. He has    
considerable experience in the pharmaceutical industry with Glaxo Inc. and      
Astra. Until 1996, he was responsible for more than 500 sales and marketing     
professionals for Astra U.S. as Vice President Marketing and Sales. In that     
post, he had profit and loss responsibility for Astra United States'            
pharmaceutical portfolio. He served as Chief Executive Officer at AeroGen, Inc.,
a privately held drug delivery company, from 1996 until 1998. Dr. Heath joined  
the Company as a Director, Vice Chairman of the Board and Chief Executive       
Officer in March 1998.                                                          

       MARTIN S. BROWN, Director and Secretary. Mr. Brown joined Jack Daniel
Distillery Lem Motlow Prop, Inc., as Vice President in 1965, was elected        
President in 1973 and became chief executive in 1977. In 1983, he was elected   
Vice-Chairman of the parent company of Jack Daniel Distillery, Brown-Forman     
Corporation, a $1.6 billion (annual revenues) consumer goods company in which   
capacity he served until 1986. Mr. Brown is currently a director of Micro Craft,
a privately held corporation. Mr. Brown served as Chairman of the Board of      
Therapeutic Antibodies from 1987 to August 1998, and served as Chief Executive  
Officer from 1987 to February 1998.                                             

    TIM CHARD, M.D., Director and Senior Vice President - Research and
Development Administration. Dr. Chard has been associated with the Medical      
College of St. Bartholomew's Hospital since 1968 where he currently serves as   
Professor and Chairman of the Department of Reproductive Physiology, and as     
honorary consultant to the Royal Hospitals Trust. He was a co-founder of the    
Company in 1984 and has been a member of the Board of Directors since that time.

1 

10-K/A 3rd Page of 11 TOC 1st Previous Next Bottom Just 3rd

He is also responsible for patent affairs of the research and development work  
of the Company. Dr. Chard is a recognized authority in the field of             
immunochemistry and is the author of a standard textbook on laboratory          
immunology, as well as more than 400 scientific articles. He is a member of the 
editorial board of a number of medical journals. He is also a member of a World 
Health Organization expert panel on vaccines and a director of Transatlantic    
Capital Limited, a member of the British Venture Capital Association.           

    JAMES C. CHRISTIE, Director of Global Operations. Mr. Christie has
management responsibility for research and development, quality control, the    
Company's Australian operations and its manufacturing facility in Wales. Mr.    
Christie joined the Company in 1998. Previously, Mr. Christie was Director of   
Operations at Centocor BV, a subsidiary of Centocor Inc., a United States       
biopharmaceutical company, from 1995 to 1998. He has extensive experience in    
taking products from research and development stages to market and has          
particular knowledge in the production of biological pharmaceutical products.   

       CAROL CLARK-EVANS, Vice President of Regulatory and Clinical Affairs.
From 1995 to 1996, Ms. Clark-Evans was Manager, Regulatory Affairs at Corning   
Besselaar, Inc., which is one of the world's largest contract research          
organizations. From 1992 to 1995, Ms. Clark-Evans was a Regulatory Scientist and
Regulatory Liaison at Solvay Pharmaceuticals, Inc. Ms. Clark-Evans was Manager, 
Regulatory Affairs at Pharmacia & Upjohn, Inc. from 1984 to 1992. She joined the
Company in 1996 and is responsible for its worldwide regulatory affairs.        

         R. STEPHEN PORTER, PHARM.D., Executive Director of Medical Affairs. Dr.
Porter joined the Company in 1995 from American Cyanamid Company, where he      
served in its medical research division from 1991 to 1995. From 1987 to 1991,   
Dr. Porter served as Director of Cardiovascular Pharmacology and Assistant      
Professor of Medicine at the Likoff Cardiovascular Institute within the         
Hahnemann School of Medicine in Philadelphia. Dr. Porter received his doctorate 
in clinical pharmacy from the University of Michigan. In addition to his duties 
at the Company, he currently serves as assistant editor for the Rocky Mountain  
Drug Consultation Center in Denver, Colorado.                                   

      There are no family relationships between any directors or executive
officers of the Company.                                                        

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

         Based solely on a review of copies of reports filed with the Securities
and Exchange Commission and written representations from certain of the         
Company's directors and executive officers that no reports were required, the   
Company notes that Mr. Wallis' purchase of 375,000 shares of Common Stock on    
November 9, 1999 was not reported on Form 4 until April 8, 1999.                

2 

10-K/A 4th Page of 11 TOC 1st Previous Next Bottom Just 4th

ITEM 11. EXECUTIVE COMPENSATION                                                 

SUMMARY COMPENSATION TABLE                                                      

       The following table sets forth for the years ended December 31, 1996,
1997 and 1998, the compensation paid to or accrued by or on behalf of the       
Company's Chief Executive Officer and the three other most highly compensated   
executive officers of the Company (collectively, the "Named Executive Officers")
whose 1998 cash compensation was in excess of $100,000.                         

                                                        · Enlarge/Download Table

                               ANNUAL COMPENSATION(1)    LONG-TERM COMPENSATION                      
                               ----------------------  --------------------------                    
                                                          AWARDS          PAYOUTS                    
                                                       -----------        -------                    
                                                        SECURITIES                                   
 NAME AND PRINCIPAL                                     UNDERLYING         LTIP       ALL OTHER      
      POSITION           YEAR  SALARY($)     BONUS($)   OPTIONS(#)        PAYOUTS    COMPENSATION($) 
      --------           ----  ---------     --------   ----------        -------    --------------- 
                                                                                                     
Andrew J. Heath M.D.(2)  1998  $179,167       $     0    500,000        $      0       $100,634(5)(6)
    Vice Chairman                                                                                    
    and Chief                                                                                        
    Executive Officer                                                                                

Carol Clark-Evans        1998  $116,528       $10,000     20,000        $      0       $     61(6)   
    Vice President       1997    91,867         7,500          0               0             40(6)   
    of Regulatory        1996    76,923         3,000     26,000               0             40(6)   
    and Clinical                                                                                     
    Affairs                                                                                          

R. Stephen Porter        1998  $105,559       $     0          0        $      0       $    157(6)   
    Director of          1997    99,666         2,500          0               0            142(6)   
    Medical Affairs      1996    91,667         5,000     10,000               0            122(6)   

A.J. Kazimi(3)           1998  $131,317       $     0     95,000        $      0       $    157(6)   
    President and Chief  1997   171,548             0          0         712,176(4)         142(6)   
    Operating Officer    1996   155,139             0     60,000               0            122(6)   

--------------------                                                            
(1)      These executive officers did not receive any annual compensation not   
         properly categorized as salary or bonus, except for certain perquisites
  or other benefits the aggregate incremental cost of which to the
         Company for each officer did not exceed the lesser of $50,000 or 10% of
      the total of annual salary and bonus reported for each such officer.
(2)      Information given is as of March 2, 1998, the date that Dr. Heath      
joined the Company, through December 31, 1998.                
(3)      Although Mr. Kazimi resigned as President of the Company effective     
        September 1, 1998, SEC rules require the inclusion of his compensation
information in the table.                                     
(4)      During 1997, Mr. Kazimi paid the Company $46,625 to exercise warrants  
       to purchase 44,667 shares of Company common stock. As of December 31,
      1997, Mr. Kazimi continued to hold all of the shares of common stock
 received pursuant to the exercise of the warrants, which had an
 aggregate market value of $160,801. Mr. Kazimi also disposed of
      warrants to purchase an aggregate of 142,000 shares of the Company's
common stock for total consideration of $598,000.             
(5)      The Company granted Dr. Heath $100,000 in moving expenses from         
California to Tennessee.                                      
(6)      Group term life insurance.                                             

       The Company has no long-term incentive plans, as that term is defined
in Securities and Exchange Commission regulations, and the Company has no       
defined benefit or actuarial plans covering employees of the Company. The       
Company granted no Stock Appreciation Rights ("SARs") in 1998.                  

3 

10-K/A 5th Page of 11 TOC 1st Previous Next Bottom Just 5th

OPTION GRANTS IN LAST FISCAL YEAR                                               

        The following table sets forth certain information regarding grants of
stock options made to the Named Executive Officers during 1998.                 

                                                        · Enlarge/Download Table

                                                                                                       POTENTIAL REALIZABLE VALUE
                                                                                                       AT ASSUMED ANNUAL RATES   
                                                                                                     OF STOCK PRICE APPRECIATION 
                                                       INDIVIDUAL GRANTS                                  FOR OPTION TERM (2)    
                      ----------------------------------------------------------------------------  -----------------------------
                                        PERCENTAGE OF                                                                            
                         NUMBER OF      TOTAL OPTIONS                                                                            
                         SECURITIES      GRANTED TO     EXERCISE OR    MARKET PRICE                                              
                         UNDERLYING     EMPLOYEES IN     BASE PRICE      ON DATE        EXPIRATION                               
     NAME             OPTIONS GRANTED    FISCAL YEAR      ($/SH)(1)      OF GRANT          DATE            5%($)         10%($)  
     ----             ---------------   -----------      ---------     -----------      ---------       -----------    ----------
                                                                                                                                 
Andrew J. Heath, M.D.   300,000 (3)         36%           $3.37           $2.37           6/29/08         $147,144     $  833,151
                        200,000 (4)         24             3.37            2.37           6/29/08           98,096        555,434

Carol Clark-Evans        20,000 (5)          2             2.40            2.37           6/29/08           29,210         74,943

R. Stephen Porter             0              0              N/A             N/A               N/A              N/A            N/A

A.J. Kazimi              95,000 (6)         11             1.23            1.30           9/01/08           84,318        203,477

--------------------                                                            
(1)    All incentive stock options were granted at or above the fair market     
     value on the date of grant, which value, prior to the Company's initial
public offering in 1996, was determined by the board of directors.
(2)    The 5% and 10% assumed annual rates of compounded stock price            
appreciation are mandated by rules of the Securities and Exchange 
     Commission. There can be no assurance provided to any executive officer
   or any other holder of the Company's securities that the actual stock
       price appreciation over the term will be at the assumed 5% and 10% levels
  or at any other defined level. Unless the market price of the common
    stock appreciates over the option term, no value will be realized from
the option grants made to the Named Executive Officers.           
(3)    60,000 options vested on March 2, 1999. An additional 60,000 options     
       become exercisable on March 2 of 2000, 2001 and 2002. In addition, 57,500
and 2,500 options become exercisable on March 2 and June 29, 2003,
respectively.                                                     
(4)    125,000 options vested on March 1, 1999. An additional 75,000 options    
vest upon achievement of any one of the three following goals:    
     1. A licensing deal on CytoTAb(R) is concluded with a total value of at
least $50,000,000 and with at least $5,000,000 in upfront signing 
payment, or $7,500,000 if equity investments are included; or     
  2. Total revenues of the Company are at least $18,000,000 in any one
 year, or are, cumulatively, $40,000,000 in 1998, 1999, and 2000; or
      3. The share price of the Company's common stock gets to and stays above
the IPO price ($8.11) for 6 months.                               
(5)    6,667 options become exercisable on each of 6/29/99 and 6/29/00; 6,666   
options become exercisable on 6/29/01.                            
(6)    On September 1, 95,000 options were granted to Mr. Kazimi as part of     
    his severance package following his resignation as President effective
9/1/98. All options are fully exercisable.                        

4 

10-K/A 6th Page of 11 TOC 1st Previous Next Bottom Just 6th

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION      
VALUES                                                                          

     None of the Named Executive Officers exercised any stock options in
1998. The following table provides certain information, with respect to the     
Named Executive Officers, concerning the unexercised options at December 31,    
1998.                                                                           

                                                        · Enlarge/Download Table

                         NUMBER OF SECURITIES UNDERLYING          VALUE OF UNEXERCISED      
                             UNEXERCISED OPTIONS AT              IN-THE-MONEY OPTIONS AT    
                               FISCAL YEAR END (#)               FISCAL YEAR END ($)(1)     
                       ----------------------------------  -------------------------------- 
        NAME           EXERCISABLE          UNEXERCISABLE   EXERCISABLE        UNEXERCISABLE
---------------------  -----------          -------------   -----------        -------------
                                                                                            
Andrew J. Heath, M.D.      9,000                500,000         N/A                 N/A     

A.J. Kazimi              190,000                 20,000         N/A                 N/A     

Carol Clark-Evans         12,000                 34,000         N/A                 N/A     

R. Stephen Porter         34,000                 16,000         N/A                 N/A     

-----------------------                                                         
(1) The exercise price of all of the stock options held by each of the named    
persons at fiscal year end exceeded the fair market value of the common stock   
underlying the options as reported on the London Stock Exchange.                

EMPLOYMENT/CONSULTANCY AGREEMENTS                                               

         The Company, through its subsidiary Therapeutic Antibodies UK Ltd ("TAb
UK"), entered into a Consultancy Agreement with Stuart M. Wallis dated August   
21, 1998 (the "August Consultancy Agreement"), pursuant to which Mr. Wallis     
agrees to provide certain consulting services generally relating to assessing   
the Company's operations. The August Consultancy Agreement is terminable by the 
Company upon prior written notice at any time after June 27, 2001 or by Mr.     
Wallis upon one month's prior written notice. The August Consultancy Agreement  
also provides that Mr. Wallis shall keep confidential certain information       
acquired in the course of his duties for the Company.                           

        As compensation under the August Consultancy Agreement, Mr. Wallis was
granted options to purchase shares of the Company's common stock. Generally, the
options become exercisable, if at all, once during each of the 90 day periods   
commencing on June 8, 2000 and June 8, 2001. Subject to certain exceptions, the 
options expire on September 8, 2001 and the exercise price is (pound) 1 per     
share of common stock. The number of shares for which the option may be         
exercised is calculated pursuant to the formula: (IV x RF)/MV, where IV equals, 
on any date, the market capitalization of the Company on that date, less the    
aggregate of (a) the market capitalization of the Company on June 8, 1998 and   
(b) any amounts received by the Company in consideration of the issuance of     
equity shares since June 8, 1998; MV equals, on any date, the average closing   
mid-market quotations of a share as derived from the London Stock Exchange Daily
Official List on the last five trading days prior to that date; and RF equals   
(i) 0 if the Company's Share Growth Rate ("SGR") ranks in the third or fourth   
quartiles compared to all companies in the FTSE Small-cap Index; (ii) between 0,
where the Company's SGR ranks at the 50th percentile, and 1/10 where the        
Company's SGR ranks at the first quartile, increasing on a straight-line basis  
between those positions; and (iii) 1/10 where the Company's SGR ranks within the
first quartile; and where SGR represents the increase or decrease in share price
over a given measurement period. If prior to June 8, 1999 the August Consultancy
Agreement is terminated (other than by reason of dishonesty or fraud), the      
options will vest and will                                                      

5 

10-K/A 7th Page of 11 TOC 1st Previous Next Bottom Just 7th

remain exercisable until July 8, 1999. Generally, options may be exercised      
within three months of a change in control.                                     

      In addition, the Company, through TAb UK, entered into a Consultancy
Agreement with Mr. Wallis dated September 1, 1998 (the "September Consultancy   
Agreement") pursuant to which Mr. Wallis agrees to provide certain consulting   
services generally relating to the strategic development and growth of the      
Company. Mr. Wallis' base annual salary under the September Consultancy         
Agreement is (pound) 60,000, subject to annual review. The September Consultancy
Agreement is terminable by either party upon not less than 12 months' prior     
written notice. The September Consultancy Agreement also provides that Mr.      
Wallis shall keep confidential certain information acquired in the course of his
duties for the Company.                                                         

        The Company also, through TAb UK, entered into a letter agreement with
Mr. Wallis dated September 1, 1998 (the "Letter Agreement") pursuant to which   
Mr. Wallis agreed to serve as Chairman of the Board. Mr. Wallis' annual salary  
under the Letter Agreement is (pound) 10,000. The Letter Agreement is terminable
by either party upon not less than 12 months' prior written notice; provided,   
however, that the Company may not terminate the Letter Agreement prior to August
31, 2001. The Letter Agreement also provides that Mr. Wallis shall keep         
confidential certain information acquired in connection with his services on    
behalf of the Company.                                                          

        The Company entered into an Employment Agreement with Andrew J. Heath,
effective February 6, 1998 (the "Employment Agreement"), pursuant to which Dr.  
Heath is employed as Vice Chairman and Chief Executive Officer of the Company.  
Dr. Heath's base annual salary under the Employment Agreement is $215,000,      
subject to periodic review. In addition to the annual base salary, Dr. Heath is 
entitled to receive an annual bonus, the amount of which is determined by the   
Compensation Committee of the board of directors at its sole discretion. The    
Employment Agreement is terminable by either party upon thirty days' prior      
written notice. Upon termination by the Company without cause, Dr. Heath is     
entitled to severance compensation in the amount of his annual base salary. The 
Employment Agreement also provides that Dr. Heath keep confidential certain     
information acquired in connection with his services on behalf of the Company   
pursuant to the terms of a Confidentiality Agreement dated February 7, 1998     
between the Company and Dr. Heath. In addition, during the term of his          
employment Dr. Heath agrees not to compete with the Company. If Dr. Heath       
voluntarily terminates his employment with the Company, the terms of this       
noncompete expires 24 months from the date of termination. If Dr. Heath is      
terminated for cause (as defined in the Employment Agreement), the term of the  
noncompete expires 18 months from the date of termination. If Dr. Heath is      
terminated without cause, the noncompete expires on the date of termination. Dr.
Heath further agrees, for a period of one year after the termination of his     
employment with the Company, not to solicit the business or employees of the    
Company.                                                                        

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

      The Compensation Committee of the board of directors established the
compensation arrangements for executive officers of the Company for the year    
ended December 31, 1998. The Compensation Committee for 1998 consisted of Joseph
Williams, Robert Hilton and Steven Stroup until August 31, 1998. Following the  
restructuring of the board on September 1, 1998 and the resignations of Messrs. 
Williams, Hilton and Stroup, the board of directors assumed responsibility for  
reviewing and setting executive compensation. There are no interlocking         
relationships among the former members of the Compensation Committee. Drs. Heath
and Chard both serve as executive officers and members of the board of directors
of the Company. Drs. Heath and Chard did not participate in deliberations       
concerning executive officer compensation during the last fiscal year.          

1990 STOCK INCENTIVE PLAN                                                       

         The board of directors of the Company has adopted, with approval of the
Company's stockholders, the 1990 Stock Incentive Plan as amended (the "1990     
Plan"). The 1990 Plan provides for the grant to (i) key employees of the Company
of stock options complying with Section 422A of the Internal Revenue Code       
("incentive stock options") or (ii) advisors, officers and directors of the     

6 

10-K/A 8th Page of 11 TOC 1st Previous Next Bottom Just 8th

Company of stock options not qualifying under such provision ("non-qualified    
options"), for the purchase of an aggregate of up to 1,650,000 shares of common 
stock, as well as stock appreciation rights ("SARs"). The 1990 Plan provides for
adjustment of the number of shares available under the plan in the event of     
stock splits, stock dividends and certain other events. The 1990 Plan also      
provides that if the Company shall not be the surviving corporation in a        
business combination, the holder of an outstanding option will be entitled to   
purchase stock in the surviving corporation on the same terms and conditions as 
the option. Options are non-transferable, and options and SARs are subject to   
any restrictions contained in the grant and applicable securities laws.         

1997 STOCK OPTION PLAN                                                          

In 1997, the Board of Directors of the Company adopted and the
Company's stockholders approved at the 1997 Annual Meeting of Stockholders, the 
Company's 1997 Stock Option Plan (the "1997 Plan"). The 1997 Plan provides for  
the grant of stock options and SARs to directors, employees, consultants or     
advisors of the Company. The 1997 Plan distinguishes between stock options      
granted to (a) eligible plan participants, generally ("Eligible Participants"), 
and (b) plan participants who are residents of the United Kingdom and who are   
eligible to participate ("U.K. Participants"), and contains provisions          
applicable to the grant of options to each. Options granted to Eligible         
Participants pursuant to the 1997 Plan may, at the discretion of the            
Compensation Committee, be incentive stock options or non-qualified options. A  
total of 1,100,000 shares of Common Stock have been reserved for issuance under 
the 1997 Plan. The 1997 Plan provides for adjustment of the number of shares    
available under the plan in the event of stock splits, stock dividends and      
certain other events. The 1997 Plan also provides that if the Company shall not 
be the surviving corporation in a business combination, all outstanding options 
will terminate, provided that, subject to certain limitations under the Internal
Revenue Code, all outstanding options shall become exercisable immediately prior
to such transaction whether or not the vesting requirements of such options have
been satisfied, unless the Compensation Committee elects to convert all options 
into options to purchase stock of an acquiring corporation. Options are         
non-transferable, except by will or pursuant to the laws of descent and         
distribution; provided, that non-qualified options may be transferable to the   
extent provided in the applicable stock option agreement. Options and SARs are  
also subject to any restrictions contained in the grant and applicable          
securities laws.                                                                

401(K) PLAN                                                                     

    The Company has established the Therapeutic Antibodies Inc. 401(k)
Savings Plan (the "401(k) Plan"), which is a qualified retirement plan under    
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. All
United States employees of the Company are eligible to participate in the 401(k)
Plan immediately upon employment. The 401(k) Plan permits eligible employees to 
contribute from 1% to 15% of their earnings to the 401(k) Plan by payroll       
deduction, subject to certain other statutory limits. The 401(k) Plan permits   
the Company to make discretionary matching contributions or other employer      
contributions to the 401(k) Plan each year. The Company currently does not make 
matching contributions to the 401(k) Plan.                                      

7 

10-K/A 9th Page of 11 TOC 1st Previous Next Bottom Just 9th

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

        The following table sets forth the number of shares held beneficially,
directly or indirectly, as of April 26, 1999, by (i) all beneficial owners of   
more than 5% of the Company's Common Stock, (ii) all directors and Named        
Executive Officers of the Company, and (iii) all directors and executive        
officers as a group, together with the percentage of the outstanding shares     
which such ownership represents.                                                

                                                                · Download Table

NAME AND ADDRESS                       AMOUNT AND NATURE OF                        
OF BENEFICIAL OWNER                   BENEFICIAL OWNERSHIP(3)  PERCENT OF CLASS (4)
-------------------                   -----------------------  --------------------
                                                                                   
Stuart M. Wallis                             375,000                 *             
69-77 Paul Street                                                                  
London EC2A 4LQ                                                                    

Andrew J. Heath, M.D.(1)(2)                  454,730 (5)             *             

Martin S. Brown (1)                        3,909,604 (6)             7.47%         

Tim Chard, M.D. (1)                        1,055,790 (7)             2.03          

Carol Clark-Evans (1)(2)                      27,143 (8)             *             

R. Stephen Porter(1)(2)                       49,361 (9)             *             

A.J. Kazimi (2)                              488,000 (10)            *             
712 Overton Park                                                                   
Nashville, TN 37215                                                                

All directors and executive officers       6,167,961 (11)           11.71          
     as a group (7 persons)                                                        

Nomura International plc                   7,217,325 (12)           13.86          
Nomura House                                                                       
1 St. Martin-Le-Grand                                                              
London EC1A 4NP                                                                    

WestLB Panmure Limited                     4,374,444 (13)            8.40          
35 New Broad Street                                                                
New Broad Street House                                                             
London EC2M 1NH                                                                    

PPM America, Inc.                          4,761,900 (14)            9.14          
225 West Wacker Drive, Suite 1200                                                  
Chicago, Illinois  60606                                                           

--------------------                                                            
*      Indicates less than 1% ownership.                                        
(1)    The address for Messrs. Brown, Heath, Porter, Christie and Chard and Ms. 
Clark-Evans is c/o the Company, 1207 17th Avenue South, Suite 103,
Nashville, Tennessee 37212.                                       
(2)    Named Executive Officers.                                                
(3)    Beneficial ownership is deemed to include shares of the Company's Common 
    Stock which an individual has a right to acquire within 60 days of the
  date of this Proxy Statement upon the exercise of options. The table
    includes options granted under the Company's 1990 Stock Incentive Plan
      and its 1997 Stock Option Plan (collectively, the "Option Plans"). These
   shares are deemed to be outstanding for the purposes of computing the
    percentage ownership of that individual but are not deemed outstanding
      for the purposes of computing the percentage of any other person. Unless
otherwise noted in the following footnotes, the persons as to whom
       information is given had sole voting and investment power over the shares
of Common Stock shown as beneficially owned.                      
(4)    Computation based upon 52,057,219 shares outstanding on April 26, 1999.  

8 

10-K/A 10th Page of 11 TOC 1st Previous Next Bottom Just 10th

(5)    Includes 194,000 shares of Common Stock issuable upon the exercise of    
      options granted pursuant to the Option Plans and 12,500 shares of Common
Stock upon the exercise of warrants outstanding.                  
(6)    Includes 179,804 shares of Common Stock owned by Mr. Brown's spouse,     
  79,000 shares of Common Stock issuable upon the exercise of warrants
     outstanding, 6,250 shares of Common Stock registered in the name of the
  Cockayne Fund, Inc., over which Mr. Brown shares investment control,
  205,000 shares of Common Stock issuable upon the exercise of options
      granted pursuant to the Option Plans, 68,449 shares of Common Stock held
    in an Individual Retirement Account and 645,706 shares of Common Stock
held by the Atticus Trust of which Mr. Brown is a trustee.        
(7)    Includes 50,000 shares of Common Stock issuable upon the exercise of     
options granted pursuant to the Option Plans.                     
(8)    Includes 24,667 shares of Common Stock issuable upon the exercise of     
options granted pursuant to the Option Plans.                     
(9)    Includes 42,000 shares of Common Stock issuable upon the exercise of     
options granted pursuant to the Option Plans.                     
(10)   Includes 210,000 shares of Common Stock issuable upon the exercise of    
    options granted pursuant to the Option Plans. Mr. Kazimi resigned as a
director and executive officer of the Company in August 1998. His 
shareholdings are required to be included under SEC rules.        
(11)   Includes 91,500 shares of Common Stock issuable upon the exercise of     
       outstanding warrants and 534,000 shares of Common Stock issuable upon the
exercise of options granted pursuant to the Option Plans.         
(12)   Information is as of December 31, 1998 and is derived from a Schedule 13G
     filed with the Securities and Exchange Commission on December 31, 1998.
(13)   Information is as of December 31, 1998 and is derived from a Schedule 13G
   filed with the Securities and Exchange Commission on January 8, 1999.
(14)   Information is as of December 31, 1998 and is derived from a Schedule 13G
     filed with the Securities and Exchange Commission on February 12, 1999.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

         In 1996, Mr. Brown purchased $750,000 principal amount of the Company's
15% Subordinated Promissory Notes due December 31, 1998 (the "15% Notes"). Also 
in 1996, Mr. Brown made a series of advances to the Company, which the Company  
evidenced by the issuance of a $250,000 12% Promissory Note due December 31,    
1998 (the "12% Note"). In October 1998, Mr. Brown agreed to extend the maturity 
dates of the 12% Note and the balance of the 15% Note to December 31, 2000. On  
November 9, 1998, Mr. Brown converted $500,000 principal and interest of the 15%
Note into 736,811 shares of the Company's common stock in connection with the   
Company's private placement. On January 11, 1999, the Company repaid Mr. Brown  
the entire outstanding principal balance, together with accrued interest, on the
12% Note.                                                                       

9 

10-K/A Last Page of 11 TOC 1st Previous Next Bottom Just 11th

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.          

                         THERAPEUTIC ANTIBODIES INC.

Date:  April 27, 1999                  By:  /s/ Andrew John Heath, M.D., Ph.D.  
                                            ------------------------------------
                                      Andrew John Heath, M.D., Ph.D.
                                        Chief Executive Officer (Interim
                               Principal Financial and
                           Accounting Officer)

                  Pursuant to the requirements of 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.                

                                                        · Enlarge/Download Table

            NAME                                         TITLE                                  DATE      
----------------------------------------------  ------------------------------------------  --------------
                                                                                                          
/s/ Andrew John Heath, M.D., Ph.D.*             Chairman of the Board                       April 27, 1999
----------------------------------------------                                                            
Stuart Michael Wallis                                                                                     

/s/ Andrew John Heath, M.D., Ph.D.              Chief Executive Officer, Vice Chairman of   April 27, 1999
----------------------------------------------  the Board                                                 
Andrew John Heath, M.D., Ph.D.                                                                            

/s/ Andrew John Heath, M.D., Ph.D.*             Secretary and Director                      April 27, 1999
----------------------------------------------                                                            
Martin Shallenberger Brown                                                                                

/s/ Andrew John Heath, M.D., Ph.D.*             Senior Vice President-Research and          April 27, 1999
----------------------------------------------  Development Administration and Director                   
Timothy Chard, M.D.                                                                                       

*Executed by Andrew John Heath, M.D., Ph.D.                                     
in his capacity as attorney-in-fact pursuant to                                 
Power of Attorney on file with the Securities                                   
and Exchange Commission.                                                        

10

10-K/A	1st Page of 11	TOC	Top	Previous	Next	Bottom	Just 1st

10-K/A	2nd Page of 11	TOC	1st	Previous	Next	Bottom	Just 2nd

10-K/A	3rd Page of 11	TOC	1st	Previous	Next	Bottom	Just 3rd

10-K/A	4th Page of 11	TOC	1st	Previous	Next	Bottom	Just 4th

10-K/A	5th Page of 11	TOC	1st	Previous	Next	Bottom	Just 5th

10-K/A	6th Page of 11	TOC	1st	Previous	Next	Bottom	Just 6th

10-K/A	7th Page of 11	TOC	1st	Previous	Next	Bottom	Just 7th

10-K/A	8th Page of 11	TOC	1st	Previous	Next	Bottom	Just 8th

10-K/A	9th Page of 11	TOC	1st	Previous	Next	Bottom	Just 9th

10-K/A	10th Page of 11	TOC	1st	Previous	Next	Bottom	Just 10th

10-K/A	Last Page of 11	TOC	1st	Previous	Next	Bottom	Just 11th

Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K/A Filing	Date	First	Last	Other Filings

	12/31/96	4		10-K
	12/31/97	4		10-K405, 4
	2/6/98	7
	2/7/98	7
	3/2/98	4		3
	6/8/98	6
	8/21/98	6
	8/31/98	7
	9/1/98	4	7
	11/9/98	10		8-K, 3
For The Period Ended	12/31/98	1	10	10-K, SC 13G, 10-K/A, 5
	1/8/99	10		SC 13G
	1/11/99	10
	2/12/99	10		SC 13G, SC 13G/A
	3/1/99	5
	3/2/99	5
	3/26/99	1
	4/8/99	3		4
	4/26/99	9
	4/27/99	11
Filed On / Filed As Of	4/30/99
	6/8/99	6
	7/8/99	7
	11/9/99	3
	6/8/0	6
	12/31/0	10
	6/8/1	6
	6/27/1	6
	8/31/1	7
	9/8/1	6
	6/29/3	5

Top				List All Filings

Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

			in		Show		and
Help...	Wildcards: ? (any letter), * (many). *Logic:* for Docs: & (and), \| (or); for Text: \| (anywhere), "(&)" (near).

Therapeutic Antibodies Inc/DE · 10-K/A · For 12/31/98

Filed On 4/30/99 · SEC File 0-25978 · Accession Number 950144-99-5128

Amendment to Annual Report · Form 10-KFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Amendment to Annual Report · Form 10-K
Filing Table of Contents