-----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, QqDp/qcqfwtih1mBykogqobn/Gg4RYkrPT4Khu2uic0wEOpESkn4nqljYmSoPQnr WU3G2duonbeTJXvyQZxnZA== 0000318154-98-000004.txt : 19980511 0000318154-98-000004.hdr.sgml : 19980511 ACCESSION NUMBER: 0000318154-98-000004 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980508 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMGEN INC CENTRAL INDEX KEY: 0000318154 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 953540776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-12477 FILM NUMBER: 98613744 BUSINESS ADDRESS: STREET 1: 1840 DEHAVILLAND DR CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1789 BUSINESS PHONE: 0854471000 MAIL ADDRESS: STREET 1: 1840 DEHAVILLAND DR. STREET 2: MAIL STOP 10-1-B-512 CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1789 FORMER COMPANY: FORMER CONFORMED NAME: AMGEN DATE OF NAME CHANGE: 19870305 10-K/A 1 10K AMENDMENT #1 UNITED STATES 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, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-12477 AMGEN INC. (Exact name of registrant as specified in its charter) Delaware 95-3540776 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Amgen Center Drive, Thousand Oaks, California 91320-1789 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 805-447-1000 Securities registered pursuant to Section 12(g) of the Act: Common stock, $.0001 par value, Common shares purchase rights, Contractual contingent payment rights (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 and non-voting stock held by non-affiliates of the registrant was $13,380,017,000 as of February 28, 1998 (A) 255,754,703 (Number of shares of common stock outstanding as of February 28, 1998) Documents incorporated by reference: Document Form 10-K Parts Definitive 1998 Proxy Statement, to be filed within 120 days of December 31, 1997 (specified portions) III (A) Excludes 3,895,561 shares of common stock held by directors and officers, and any stockholders whose ownership exceeds five percent of the shares outstanding, at February 28, 1998. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, directly or indirectly, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant. EXPLANATORY STATEMENT This Amendment No. 1 to the Annual Report on Form 10-K for Amgen Inc. (the "Company") for the fiscal year ended December 31, 1997 is being filed to amend Item 14 (a) (3) by adding as Exhibits, certain amended and restated financial data schedules. As reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "Initial Form 10-K"), the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128, "Earning Per Share," which required a retroactive change in the method used to compute and display earnings per share information. Although earnings per share information presented in the Initial Form 10-K for prior periods was restated to the new method, financial data schedules for prior periods, restated in accordance with SFAS No. 128, were not included. Such restated financial data schedules are filed pursuant to this Amendment No. 1. This Amendment No. 1 is also being filed to amend certain amounts in the restated financial data schedules, as footnoted, to properly state information required by Regulation S-K, Item 601 (c), Appendix A. In addition, the financial data schedule filed as an exhibit to the Initial Form 10-K is also being amended, as footnoted, to properly state certain amounts required by Regulation S-K, Item 601 (c), Appendix A and filed pursuant to this Amendment No. 1. 2 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)3. Exhibits Exhibit No. Description 3.1 Restated Certificate of Incorporation as amended. (19) 3.2* Amended and Restated Bylaws. 4.1 Indenture dated January 1, 1992 between the Company and Citibank N.A., as trustee. (8) 4.2 Forms of Commercial Paper Master Note Certificates. (10) 4.3 First Supplement to Indenture, dated February 26, 1997 between the Company and Citibank N.A., as trustee. (16) 4.4 Officer's Certificate pursuant to Sections 2.1 and 2.3 of the Indenture, as supplemented, establishing a series of securities "8-1/8% Debentures due April 1, 2097." (18) 4.5 8-1/8% Debentures due April 1, 2097. (18) 4.6 Form of stock certificate for the common stock, par value $.0001 of the Company. (19) 4.7 Officer's Certificate pursuant to Sections 2.1 and 2.3 of the Indenture, dated as of January 1, 1992, as supplemented by the First supplemental Indenture, dated as of February 26, 1997, each between the Company and Citibank, N.A., as Trustee, establishing a series of securities entitled "6.50% Notes Due December 1, 2007". (22) 4.8 6.50% Notes Due December 1, 2007 described in Exhibit 4.7. (22) 10.1*+ Company's Amended and Restated 1991 Equity Incentive Plan. 10.2+ Company's Amended and Restated 1984 Stock Option Plan. (14) 10.3 Shareholder's Agreement of Kirin-Amgen, Inc., dated May 11, 1984, between the Company and Kirin Brewery Company, Limited (with certain confidential information deleted therefrom). (1) 10.4 Amendment Nos. 1, 2, and 3, dated March 19, 1985, July 29, 1985 and December 19, 1985, respectively, to the Shareholder's Agreement of Kirin-Amgen, Inc., dated May 11, 1984 (with certain confidential information deleted therefrom). (3) 10.5 Product License Agreement, dated September 30, 1985, and Technology License Agreement, dated, September 30, 1985 between the Company and Ortho Pharmaceutical Corporation (with certain confidential information deleted therefrom). (2) 10.6 Product License Agreement, dated September 30, 1985, and Technology License Agreement, dated September 30, 1985 between Kirin-Amgen, Inc. and Ortho Pharmaceutical Corporation (with certain confidential information deleted therefrom). (3) 10.7+ Company's Amended and Restated Employee Stock Purchase Plan. (14) 3 10.8 Research, Development Technology Disclosure and License Agreement PPO, dated January 20, 1986, by and between the Company and Kirin Brewery Co., Ltd. (4) 10.9 Amendment Nos. 4 and 5, dated October 16, 1986 (effective July 1, 1986) and December 6, 1986 (effective July 1, 1986), respectively, to the Shareholders Agreement of Kirin-Amgen, Inc. dated May 11, 1984 (with certain confidential information deleted therefrom). (5) 10.10 Assignment and License Agreement, dated October 16, 1986, between the Company and Kirin-Amgen, Inc. (with certain confidential information deleted therefrom). (5) 10.11 G-CSF European License Agreement, dated December 30, 1986, between Kirin-Amgen, Inc. and the Company (with certain confidential information deleted therefrom). (5) 10.12 Research and Development Technology Disclosure and License Agreement: GM-CSF, dated March 31, 1987, between Kirin Brewery Company, Limited and the Company (with certain confidential information deleted therefrom). (5) 10.13+ Company's Amended and Restated 1988 Stock Option Plan. (14) 10.14+ Company's Amended and Restated Retirement and Savings Plan. (14) 10.15 Amendment, dated June 30, 1988, to Research, Development, Technology Disclosure and License Agreement: GM-CSF dated March 31, 1987, between Kirin Brewery Company, Limited and the Company. (6) 10.16 Agreement on G-CSF in the EU, dated September 26, 1988, between Amgen Inc. and F. Hoffmann-La Roche & Co. Limited Company (with certain confidential information deleted therefrom). (7) 10.17 Supplementary Agreement to Agreement dated January 4, 1989 to Agreement on G-CSF in the EU, dated September 26, 1988, between the Company and F. Hoffmann-La Roche & Co. Limited Company, (with certain confidential information deleted therefrom). (7) 10.18 Agreement on G-CSF in Certain European Countries, dated January 1, 1989, between Amgen Inc. and F. Hoffmann-La Roche & Co. Limited Company (with certain confidential information deleted therefrom). (7) 10.19 Partnership Purchase Agreement, dated March 12, 1993, between the Company, Amgen Clinical Partners, L.P., Amgen Development Corporation, the Class A limited partners and the Class B limited partner. (9) 10.20+ Amgen Supplemental Retirement Plan dated June 1, 1993. (11) 10.21 Promissory Note of Mr. Kevin W. Sharer, dated June 4, 1993. (11) 10.22+ Amgen Performance Based Management Incentive Plan. (17) 10.23 Credit Agreement, dated as of June 23, 1995, among Amgen Inc., the Borrowing Subsidiaries named therein, the Banks named therein, Swiss Bank Corporation and ABN AMRO Bank N.V., as Issuing Banks, and Swiss Bank Corporation, as Administrative Agent. (12) 10.24 Promissory Note of Mr. George A. Vandeman, dated December 15, 1995. (13) 10.25 Promissory Note of Mr. George A. Vandeman, dated December 15, 1995. (13) 10.26 Promissory Note of Mr. Stan Benson, dated March 19, 4 1996. (13) 10.27+ Amendment No. 1 to the Company's Amended and Restated Retirement and Savings Plan. (14) 10.28+ Amendment Number 5 to the Company's Amended and Restated Retirement and Savings Plan dated January 1, 1993. (17) 10.29+ Amendment Number 2 to the Company's Amended and Restated Retirement and Savings Plan dated April 1, 1996. (17) 10.30 First Amendment to Credit Agreement, dated as of December 12, 1996, among Amgen Inc., the Borrowing Subsidiaries named therein, and Swiss Bank Corporation as Administrative Agent. (17) 10.31 Fourth Amendment to Rights Agreement, dated February 18, 1997 between Amgen Inc. and American Stock Transfer and Trust Company, Rights Agent. (15) 10.32 Preferred Share Rights Agreement, dated February 18, 1997, between Amgen Inc. and American Stock Transfer and Trust Company, Rights Agent. (15) 10.33+ Consulting Agreement, dated November 15, 1996, between the Company and Daniel Vapnek. (17) 10.34+ Agreement, dated May 30, 1995, between the Company and George A. Vandeman. (17) 10.35+ First Amendment, effective January 1, 1998, to the Company's Amended and Restated Employee Stock Purchase Plan. (20) 10.36+ Third Amendment, effective January 1, 1997, to the Company's Amended and Restated Retirement and Savings Plan dated April 1, 1996. (20) 10.37 Heads of Agreement dated April 10, 1997, between the Company and Kirin Amgen, Inc., on the one hand, and F. Hoffmann-La Roche Ltd, on the other hand (with certain confidential information deleted therefrom). (20) 10.38 Binding Term Sheet, dated August 20, 1997, between Guilford Pharmaceuticals Inc. ("Guilford") and GPI NIL Holdings, Inc., and Amgen Inc. (with certain confidential information deleted therefrom). (21) 10.39* Promissory Note of Ms. Kathryn E. Falberg, dated April 7, 1995. 10.40* Promissory Note of Mr. Edward F. Garnett, dated July 18, 1997. 10.41*+ Fourth Amendment to the Company's Amended and Restated Retirement and Savings Plan as amended and restated effective April 1, 1996. 10.42*+ Fifth Amendment to the Company's Amended and Restated Retirement and Savings Plan as amended and restated effective April 1, 1996. 21* Subsidiaries of the Company. 23* Consent of Ernst & Young LLP, Independent Auditors. 24* Power of Attorney. 27** Amended - Financial Data Schedule for the Year Ended December 31, 1997. 27.1** Amended and restated - Financial Data Schedule for the Year Ended December 31, 1996; and for the Year Ended December 31, 1995. 5 27.2** Amended and restated - Financial Data Schedule for the Nine Months Ended September 30, 1997; for the Six Months Ended June 30, 1997; and for the Three Months Ended March 31, 1997. 27.3** Amended and restated - Financial Data Schedule for the Nine Months Ended September 30, 1996; for the Six Months Ended June 30, 1996; and for the Three Months Ended March 31, 1996. ---------------- ** Filed herewith. + Management contract or compensatory plan or arrangement. * Previously filed as part of the Registrant's initial Annual Report on Form 10-K filed with the Commission on March 24, 1998. (1) Filed as an exhibit to the Annual Report on Form 10-K for the year ended March 31, 1984 on June 26, 1984 and incorporated herein by reference. (2) Filed as an exhibit to Quarterly Report on Form 10-Q for the quarter ended September 30, 1985 on November 14, 1985 and incorporated herein by reference. (3) Filed as an exhibit to Quarterly Report on Form 10-Q for the quarter ended December 31, 1985 on February 3, 1986 and incorporated herein by reference. (4) Filed as an exhibit to Amendment No. 1 to Form S-1 Registration Statement (Registration No. 33-3069) on March 11, 1986 and incorporated herein by reference. (5) Filed as an exhibit to the Form 10-K Annual Report for the year ended March 31, 1987 on May 18, 1987 and incorporated herein by reference. (6) Filed as an exhibit to Form 8 amending the Quarterly Report on Form 10-Q for the quarter ended June 30, 1988 on August 25, 1988 and incorporated herein by reference. (7) Filed as an exhibit to the Annual Report on Form 10-K for the year ended March 31, 1989 on June 28, 1989 and incorporated herein by reference. (8) Filed as an exhibit to Form S-3 Registration Statement dated December 19, 1991 and incorporated herein by reference. (9) Filed as an exhibit to the Form 8-A dated March 31, 1993 and incorporated herein by reference. (10) Filed as an exhibit to the Form 10-Q for the quarter ended March 31, 1993 on May 17, 1993 and incorporated herein by reference. (11) Filed as an exhibit to the Form 10-Q for the quarter ended September 30, 1993 on November 12, 1993 and incorporated herein by reference. (12) Filed as an exhibit to the Form 10-Q for the quarter ended June 30, 1995 on August 11, 1995 and incorporated herein by reference. (13) Filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1995 on March 29, 1996 and incorporated herein by reference. (14) Filed as an exhibit to the Form 10-Q for the quarter ended September 30, 1996 on November 5, 1996 and incorporated herein by reference. (15) Filed as an exhibit to the Form 8-K Current Report dated February 18, 1997 on February 28, 1997 and incorporated herein by reference. (16) Filed as an exhibit to the Form 8-K Current Report dated March 14, 1997 on March 14, 1997 and incorporated herein by reference. (17) Filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1996 on March 24, 1997 and incorporated herein by reference. 6 (18) Filed as an exhibit to the Form 8-K Current Report dated April 8, 1997 on April 8, 1997 and incorporated herein by reference. (19) Filed as an exhibit to the Form 10-Q for the quarter ended March 31, 1997 on May 13, 1997 and incorporated herein by reference. (20) Filed as an exhibit to the Form 10-Q for the quarter ended June 30, 1997 on August 12, 1997 and incorporated herein by reference. (21) Filed as exhibit 10.47 to the Guilford Form 8-K Current Report dated August 20, 1997 on September 4, 1997 and incorporated herein by reference. (22) Filed as an exhibit to the Form 8-K Current Report dated and filed on December 5, 1997 and incorporated herein by reference. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. Amgen Inc. (Registrant) Date: 5/8/98 By: /s/ KATHRYN E. FALBERG Kathryn E. Falberg Vice President, Finance, Chief Financial Officer and Chief Accounting Officer EX-27 2 AMENDED EXHIBIT 27
5 1,000,000 YEAR DEC-31-1997 DEC-31-1997 239 787 283 14 109 1,544 1,669 483 3,110 742 229 0 0 0 2,139 3,110 2,220 2,401 301 301 1,308 0 4 861 217 0 0 0 0 644 2.44 2.35 Amended to conform with the requirements of Regulation S-K, Item 601 (c), Appendix A.
EX-27.1 3 AMENDED & RESTATED EXHIBIT 27.1
5 1,000,000 YEAR YEAR DEC-31-1996 DEC-31-1995 JAN-01-1996 JAN-01-1995 DEC-31-1996 DEC-31-1995 169 67 908 984 237 213 12 14 97 89 1,503 1,454 1,301 1,033 391 290 2,766 2,433 643 584 59 177 0 0 0 0 0 0 1,906 1,672 2,766 2,433 2,088 1,819 2,240 1,940 283 273 283 273 1,052 923 0 0 6 15 962 794 283 257 0 0 0 0 0 0 0 0 680 538 2.57 2.03 2.42 1.92 Restated pursuant to Regulaton S-K, Item 601(c), to conform to SFAS No. 128. "EPS-PRIMARY" denotes basic EPS. Amended to conform with the requirements of Regulation S-K, Item 601(c), Appendix A.
EX-27.2 4 AMENDED & RESTATED EXH 27.2
5 1,000,000 9-MOS 6-MOS 3-MOS DEC-31-1997 DEC-31-1997 DEC-31-1997 JAN-01-1997 JAN-01-1997 JAN-01-1997 SEP-30-1997 JUN-30-1997 MAR-31-1997 240 331 265 862 894 780 250 242 219 14 13 12 111 106 100 1,526 1,646 1,437 1,579 1,490 1,400 467 445 418 3,002 3,043 2,773 634 588 539 129 134 59 0 0 0 0 0 0 0 0 0 2,239 2,270 2,018 3,002 3,043 2,773 1,656 1,103 536 1,794 1,196 576 223 149 72 223 149 72 1,005 552 269 0 0 0 1 1 0 617 529 250 152 148 70 0 0 0 0 0 0 0 0 0 0 0 0 465 381 180 1.75 1.44 .68 1.68 1.37 .65 Restated pursuant to Regulation S-K, Item 601(c), to conform to SFAS No. 128. "EPS-PRIMARY" denotes basic EPS. Amended to conform with the requirements of Regulation S-K, Item 601 (c), Appendix A.
EX-27.3 5 AMENDED & RESTATED EXH 27.3
5 1,000,000 9-MOS 6-MOS 3-MOS DEC-31-1996 DEC-31-1996 DEC-31-1996 JAN-01-1996 JAN-01-1996 JAN-01-1996 SEP-30-1996 JUN-30-1996 MAR-31-1996 227 214 62 767 798 873 218 214 227 11 15 14 91 92 90 1,406 1,410 1,354 1,193 1,118 1,069 361 336 311 2,549 2,496 2,367 565 577 515 59 99 99 0 0 0 0 0 0 0 0 0 1,768 1,821 1,753 2,549 2,496 2,367 1,529 996 477 1,646 1,079 508 208 135 67 208 135 67 766 506 251 0 0 0 5 4 2 715 466 207 213 144 63 0 0 0 0 0 0 0 0 0 0 0 0 502 322 144 1.89 1.21 .54 1.78 1.14 .51 Restated pursuant to Regulation S-K, Item 601(c), to conform to SFAS No. 128. "EPS-PRIMARY" denotes basic EPS. Amended to conform with the requirements of Regulation S-K, Item 601 (c), Appendix A.
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