01—Abstract
Summary
Summary of the 10-K/A filed May 30, 1997. Cited figures are marked; the original filing is the authoritative source.
This filing is an amended Part IV (Item 14) exhibit index for Regeneron Pharmaceuticals' fiscal 1996 annual report, not a full 10-K.
It contains no balance sheet, income statement, cash flow data, or management discussion. The financial statements are incorporated by reference from the company's annual report filed March 26, 1997, so investors need that original filing for financial results. The exhibit list is still informative about the business.
Regeneron relied on a web of collaborations and licensing deals, including agreements with Amgen, Glaxo, Merck, Sumitomo, American Cyanamid, and Procter & Gamble. In 1996 it sold equity and warrants to Amgen (April) and Medtronic (June), and in December 1996 it entered a stock purchase and collaboration with Procter & Gamble Pharmaceuticals. It also adopted a shareholder rights plan in September 1996 and amended its charter in October 1996.
Many agreements are partially redacted under confidential treatment requests. The company withdrew its confidential treatment request for the Procter & Gamble collaboration agreement (Exhibit 10.31) on May 28, 1997, and that exhibit was withdrawn from this filing. The company filed no Form 8-K reports during 1996.
02—Key points
Key Highlights
- Financial statements are not included in this filing; they are incorporated by reference from the annual report filed March 26, 1997.
- Amgen made a stock and warrant purchase investment in Regeneron on April 15, 1996, with accompanying warrant and registration rights agreements.
- Medtronic made a stock and warrant purchase investment on June 27, 1996, also with warrant and registration rights agreements.
- A stock purchase and collaboration agreement with Procter & Gamble Pharmaceuticals was signed December 11, 1996; the collaboration agreement (Exhibit 10.31) was withdrawn from this filing.
- A shareholder rights plan with ChaseMellon Shareholder Services as rights agent was adopted September 20, 1996.
- Several key licensing and development agreements with Glaxo, Merck, Sumitomo, and American Cyanamid are in place, though portions are omitted under Rule 24b-2 confidential treatment.
- The company filed no Form 8-K reports during the year ended December 31, 1996.
03—Questions
Frequently Asked Questions
Does this filing contain Regeneron's financial results for 1996?
No. The financial statements are incorporated by reference from the annual report filed March 26, 1997. This filing only contains the Item 14 exhibit index and related notes, so the revenue, net loss, and balance sheet figures must be taken from that earlier report.
Why were investors' equity-related agreements with Amgen and Medtronic significant?
Both were strategic equity investments made in 1996, each paired with warrants and registration rights. They signal that established pharmaceutical and medical device partners were willing to invest directly in Regeneron, which can validate its technology and provide capital, though the filing itself does not disclose the amounts invested.
Why was an exhibit withdrawn from this filing?
Exhibit 10.31, the December 1996 Procter & Gamble collaboration agreement, was withdrawn on May 28, 1997, through a request for withdrawal of the application for confidential treatment under Rule 24b-2. The filing does not explain the reason for the withdrawal.
Are the key collaboration agreements fully disclosed?
Not entirely. Several agreements, including those with Sumitomo, Max Planck Institute, Merck, and others, are marked with an asterisk, meaning portions were omitted and filed separately with the SEC under confidential treatment requests. Investors cannot see the full economic terms of those arrangements from this document.
04—Continue