10-K/A 1 o12657e10vkza.txt AMENDMENT 1 TO 10-K FILED MARCH 12, 2004 ======================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 0-17082 QLT INC. (Exact Name of Registrant as Specified in its Charter) BRITISH COLUMBIA, CANADA N/A (State or Other Jurisdiction of Incorporation or I.R.S. Employer Organization) Identification No.) 887 GREAT NORTHERN WAY, VANCOUVER, B.C., CANADA V5T 4T5 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (604) 707-7000 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON SHARES, WITHOUT PAR VALUE COMMON SHARE PURCHASE 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 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. [X] ======================================================================== Explanatory Note We are filing this Amendment No. 1 to our Annual Report on Form 10-K to include as an exhibit our proxy statement for use in connection with the Annual Meeting of Shareholders to be held on May 26, 2004. This amendment does not change our previously reported financial statements or other financial disclosures. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) FINANCIAL STATEMENTS This amendment does not change our previously reported financial statements or other financial disclosures. (i) The following financial statement documents were included as part of Item 8 to the original Form 10-K filed with respect to the fiscal year ended December 31, 2003. Independent Auditors' Report Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Cash Flows Consolidated Statements of Changes in Shareholders' Equity Notes to the Consolidated Financial Statements (ii) Schedules required by Article 12 of Regulation S-X: Except for Schedule II - Valuation and Qualifying Accounts, all other schedules have been omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 PROVISION FOR NON-COMPLETION OF PRODUCT INVENTORY (in thousands of United States dollars)

Balance at beginning Additions charged to Write-offs, and Balance at end Year of year costs and expenses provision reduction of year ---- ------------------- -------------------- ------------------- -------------- 2003 $ 1,664 $ 1,075 $ 2,739 $ - 2002 2,447 493 1,276 1,664 2001 158 3,206 917 2,447

(b) REPORTS ON FORM 8-K This amendment does not include any changes to Item 15(b). (i) On October 16, 2003 the Company reported, under "Item 5 - Other Events", that health authorities in Japan approved Visudyne(R) (verteporfin) for the treatment of the "wet" form of age-related macular degeneration (AMD) specifically for the orphan indication of AMD with all types of subfoveal choroidal neovascularization. (ii) On October 20, 2003 the Company reported, under "Item 5 - Other Events", that its alliance partner, Novartis Ophthalmics, announced global Visudyne(R) (verteporfin) sales of approximately US$89.8 million for the quarter ended September 30, 2003. This represented an increase of 28% over sales in the third quarter of 2002. (iii) On October 23, 2003 the Company furnished, under "Item 12 - Disclosure of Results of Operations and Financial Conditions, its financial results for the quarter ended September 30, 2003. The full text of the press release announcing the Company's financial results for the quarter ended September 30, 2003 was filed as Exhibit 99.1 to the Current Report on Form 8-K. (iv) On November 17, 2003, the Company furnished, under "Item 9 - Regulation FD Disclosure", certain comments on results announced at the conference of the American Academy of Ophthalmology. (c) EXHIBITS

EXHIBIT NUMBER DESCRIPTION ------ ------------------------------------------------------------------------------------------- 3.0 Memorandum and Articles; (1) 3.1 Article 24 of the Articles of Quadra Logic Technologies Inc. as filed with the Registrar of Companies (British Columbia) on July 13, 1989; (4) 3.2 Article 26 of the Articles of Quadra Logic Technologies Inc. as filed with the Registrar of Companies (British Columbia) on November 15, 1989; (4) 3.3 Part 27 of the Articles of Quadra Logic Technologies Inc. dated February 21, 1991; (10) 3.4 Part 28 of the Articles of QLT PhotoTherapeutics Inc. dated December 15, 1995; (17) 4.1 Omitted 4.5 Omitted 4.6 Shareholder Rights Plan Agreement, as amended and restated, dated as of March 17, 2002, between QLT Inc. and ComputerShare Trust Company of Canada; (20) Executive Compensation Plans and Arrangements 10.1 Agreement, dated April 8, 1982, between Dr. Julia Levy, Quadra Logic Technologies Inc. and the University of British Columbia; (1) 10.9 Agreement, dated January 15, 1988, between Dr. David Dolphin, Quadra Logic Technologies Inc. and the University of British Columbia; (6) 10.14 Form of Employee Stock Option Agreement; (11) 10.15 Royalty Adjustment and Stock Option Agreement dated, August 10, 1989, between Quadra Logic Technologies Inc. and Dr. David Dolphin; (2) 10.16 Royalty Agreement, dated December 15, 1987, between Quadra Logic Technologies Inc. and Dr. David Dolphin; (2) 10.68 1998 QLT Incentive Stock Option Plan; (21) 10.69 Form of Employment Agreement; (23) 10.72 2000 QLT Incentive Stock Option Plan (as amended in 2002); (23) (formerly numbered 10.70) 10.77 Employment Agreement dated December 18, 2001 between QLT Inc. and Paul J. Hastings; (26) 10.78 Employment Agreement dated October 9, 2001 between QLT Inc. and Michael J. Doty; (26) 10.79 Employment Agreement dated as of June 10, 2002 between QLT Inc. and William J. Newell; (26) 10.80 Employment Agreement dated May 19, 2000 between QLT Inc. and Alain Curaudeau; (26) 10.81 Employment Agreement dated as of February 20, 2003 between QLT Inc. and Dr. Mohammad Azab; (27) Other Material Contracts 10.5 Asset Purchase Agreement, dated December 21, 1987, between Quadra Logic Technologies Inc., Photomedica and Ortho Pharmaceutical Corporation; (6) 10.25 Omitted 10.29 License Agreement, dated June 19, 1990, between Quadra Logic Technologies Inc. and the Regents of the University of California; (9) 10.30 License Agreement, dated August 14, 1990, between Quadra Logic Technologies Inc. and the Long Island Jewish Medical Center; (9) 10.31 License and Royalty Agreement, dated September 14, 1990, between Quadra Logic Technologies Inc. and the Beth Israel Hospital Association; (9) 10.41 Agreement, dated May 1, 1992, between Health Research Inc. and Quadra Logic Technologies Inc.; (11) 10.42 Omitted

EXHIBIT NUMBER DESCRIPTION ------ ------------------------------------------------------------------------------------------- 10.43 Omitted 10.45 Photodynamic Therapy Product Development, Manufacturing and Distribution Agreement, dated July 1, 1994, between Quadra Logic Technologies Inc. and CIBA Vision AG, Hettlingen; (12) 10.46 Omitted 10.47 Omitted 10.48 Omitted 10.49 Omitted 10.50 Omitted 10.51 Bridging Agreement, dated December 1, 1996, between QLT PhotoTherapeutics Inc. (British Columbia), QLT PhotoTherapeutics Inc. (Delaware), American Home Products Corporation and American Cyanamid Company; (18) 10.52 Omitted 10.53 License and Distributorship Agreement, dated December 1, 1996, between QLT PhotoTherapeutics Inc. (British Columbia), QLT PhotoTherapeutics Inc. (Delaware) and American Cyanamid Company; (14)(19) 10.54 BPD-MA Verteporfin Supply Agreement, dated March 12, 1999 between QLT PhotoTherapeutics Inc. and Parkedale Pharmaceuticals, Inc; (14)(21) 10.55 BPD-MA Presome Supply Agreement, dated February 26, 1998, between QLT PhotoTherapeutics Inc. and Nippon Fine Chemical Co., Ltd.; (14)(21)_ 10.56 BPD-MA Supply Agreement, dated December 11, 1998, between QLT PhotoTherapeutics Inc. and Raylo Chemicals Limited; (14)(21) 10.57 Supply Agreement, dated November 7, 1997, between QLT PhotoTherapeutics Inc. and Roussel Canada Inc. and Hoechst Marion Roussel; (14)(21) 10.58 Omitted 10.59 Offer to Purchase, dated January 23, 1998, between QLT PhotoTherapeutics Inc. and Finning International Inc., as amended; (21) 10.60 Assignment Agreement between QLT PhotoTherapeutics Inc. and 560677 B.C. Ltd., dated September 3, 1998; (21) 10.61 Assumption Agreement among Finning International Inc., QLT PhotoTherapeutics Inc., and 560677 B.C. Ltd., dated September 3, 1998; (21) 10.62 Declaration of Trust between QLT PhotoTherapeutics Inc. and 560677 B.C. Ltd., dated September 3, 1998; (21) 10.63 License Agreement, dated December 8, 1998, between QLT PhotoTherapeutics Inc. and The General Hospital Corporation; (14)(21) 10.64 Omitted 10.65 Omitted 10.66 Omitted 10.67 Omitted 10.70 PHOTOFRIN Purchase and Sale Agreement, dated April 28, 2000 between Axcan Pharma Inc., QLT PhotoTherapeutics Inc. (British Columbia) and QLT PhotoTherapeutics Inc. (Delaware); (14)(23) 10.71 Omitted 10.73 Research and Early Development Agreement dated as of June 7, 2001 between Kinetek Pharmaceuticals, Inc. and QLT Inc.; (14) (25) 10.74 Amending Agreement to PDT Product Development, Manufacturing and Distribution Agreement dated as of July 23, 2001 between Novartis Ophthalmics AG and QLT Inc.; (14) (25) 10.75 Development and Commercialization Agreement dated as of August 13, 2001 between Xenova Limited and QLT Inc.; (14) (25) 10.76 Definitive Development and Commercialization Agreement dated as of August 13, 2001 between Xenova Limited and QLT Inc.;(22) (26) 10.77 Amending Agreement to PDT Product Development, Manufacturing and Distribution Agreement dated as of July 22, 2003 between Novartis Ophthalmics AG and QLT Inc.; (28) 11 Statement re: computation of per share earnings; (29)

EXHIBIT NUMBER DESCRIPTION ------ ---------------------------------------------------------------------------------------------------- 23 Consent of Deloitte & Touche LLP; (29) 31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002: Paul J. Hastings, President and Chief Executive Officer; (filed herewith) 31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002: Michael J. Doty, Senior Vice President and Chief Financial Officer; (filed herewith) 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002: Paul J. Hastings, President and Chief Executive Officer; (filed herewith) 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002: Michael J. Doty, Senior Vice President and Chief Financial Officer; (filed herewith) 99.1 Proxy Statement in connection with the annual meeting of shareholders to be held on May 26, 2004; (filed herewith)

--------------------- Notes: (1) Filed as an exhibit to the Company's Registration Statement on Form F-1 (File No. 33-31222 filed on September 25, 1989). (2) Filed as an exhibit to Amendment No. 1 to the Registration Statement on Form F-1 dated November 6, 1989. (4) Filed as an exhibit to Amendment No. 3 to the Registration Statement on Form F-1 dated November 22, 1989. (6) Filed as an exhibit to the Company's Annual Report on Form 20-F dated July 31, 1989. (9) Filed as an exhibit to the Company's Transition Report on Form 10-K dated March 29, 1991. (10) Filed as an exhibit to the Company's Annual Report on Form 10-K dated March 20, 1992. (11) Filed as an exhibit to the Company's Annual Report on Form 10-K dated March 15, 1993. (14) Certain portions of this exhibit have been omitted and filed separately with the Commission pursuant to a grant of confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended. (18) Filed as an exhibit to the Company's Annual Report on Form 10-K dated March 26, 1997. (19) Filed as an exhibit to the Company's Quarterly Report Form 10-Q dated November 11, 1998. (21) Filed as an exhibit to the Company's Annual Report on Form 10-K dated March 29, 1999. (22) Certain portions of this exhibit were omitted and filed separately with the Commission pursuant to a grant of confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended. (23) Filed as an exhibit to the Company's Annual Report on Form 10-K dated March 22, 2001. (24) Filed as an exhibit to the Company's Form S-8 filed on September 20, 2002. (25) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q dated November 12, 2002. (26) Filed as an exhibit to the Company's Annual Report on Form 10-K dated March 27, 2003. (27) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q dated May 13, 2003. (28) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q dated August 14, 2003. (29) Filed as an exhibit to the Company's Annual Report on Form 10-K dated March 12, 2004. 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. Dated: April 28, 2004 QLT INC. By: /s/ Paul J. Hastings ------------------------------------------ Paul J. Hastings, President and Chief Executive Officer By: /s/ Michael J. Doty ------------------------------------------ Michael J. Doty, Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)