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Form: 10-K/A

Annual report pursuant to Section 13 and 15(d)

June 4, 2004

Ìý



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FormÌý10-K/A
Amendment No.Ìý1

(Mark One)

Ìý Ìý Ìý
þ
Ìý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
Ìý OF THE SECURITIES EXCHANGE ACT OF 1934
Ìý For the fiscal year ended DecemberÌý31, 2003

or

Ìý Ìý Ìý
o
Ìý TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
Ìý OF THE SECURITIES EXCHANGE ACT OF 1934
Ìý For the transition period fromÌýÌýÌýÌýÌýÌýÌýÌýÌýto

Commission file number: 000-26648

eXegenics Inc.

(Exact name of registrant as specified in its charter)
Ìý Ìý Ìý
Delaware Ìý 75-2402409
(State or other jurisdiction of Ìý (I.R.S. Employer
incorporation or organization) Ìý Identification No.)
Ìý Ìý Ìý
1250 Pittsford-Victor Road Ìý
Building 200, Suite 280 Ìý 14534
Pittsford, New York Ìý (Zip Code)
(Address of principal executive offices) Ìý Ìý

RegistrantÂ’s telephone number, including area code:
(585)Ìý218-4368

Securities registered pursuant to SectionÌý12(b) of the Act:

Ìý Ìý Ìý
Title of each class Ìý Name of each exchange on which registered
N/A Ìý N/A

Securities registered pursuant to SectionÌý12(g) of the Act:
Common Stock, $0.01 Par Value Per Share
(Title of Class)

ÌýÌýÌýÌýÌýIndicate by check mark whether the registrant (1)Ìýhas filed all reports required to be filed by SectionÌý13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12Ìýmonths (or for such shorter period that the registrant was required to file such reports), and (2)Ìýhas been subject to such filing requirements for the past 90Ìýdays. Yes ý No o

ÌýÌýÌýÌýÌýIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationÌýS-K is not contained herein, and will not be contained, to the best of registrantÂ’s knowledge, in definitive proxy or information statements incorporated by reference in PartÌýIII of this Form 10-K or any amendment to this Form 10-K. o

ÌýÌýÌýÌýÌýIndicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act RuleÌý12b-2). Yes o No ý

ÌýÌýÌýÌýÌýThe aggregate market value of the registrantÂ’s voting stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) on JuneÌý30, 2003 was $6,758,785, based on the last sale price as reported by The NASDAQ Stock Market.

ÌýÌýÌýÌýÌýAs of MarchÌý15, 2004, the registrant had 15,848,579 shares of common stock outstanding.

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Ìý

EXPLANATORY NOTE

ÌýÌýÌýÌýÌýeXegenics, Inc. is filing this amendment to its annual report on Form 10-K for the year ended DecemberÌý31, 2003 solely for the purpose of:

ÌýÌýÌýÌýÌýÌýÌýÌýÌýÌý(i)ÌýRevising several disclosures on the cover page of this report. As originally filed, the cover page for this report inadvertently stated:

Ìý Ìý Ìý
(a)
Ìý that the report was a transition report pursuant to SectionÌý13 or 15(d) of the Securities Exchange Act of 1934. The cover page to this report includes the correct disclosure that this report is an Annual Report pursuant to SectionÌý13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended DecemberÌý31, 2003.
(b)
Ìý that the registrant was an accelerated filer (as defined in Exchange Act RuleÌý12b-2). The cover page to this report includes the correct disclosure that the registrant is not an accelerated filer (as defined in Exchange Act RuleÌý12b-2).
(c)
Ìý “No” to the statement that the registrant (1)Ìýhas filed all reports required to be filed by SectionÌý13 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)Ìýhas been subject to such filing requirements for the past 90Ìýdays. The cover page to this report has been marked “Yes” to reflect the correct disclosure that the registrant has (1)Ìýhas filed all reports required to be filed by SectionÌý13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12Ìýmonths (or for such shorter period that the registrant was required to file such reports), and (2)Ìýhas been subject to such filing requirements for the past 90Ìýdays.

ÌýÌýÌýÌýÌý(ii)ÌýRevising ItemÌý10. Directors and Executive Officers of the Registrant, Compliance with Section 16(a) of the Securities Exchange Act of 1934 to reflect that with the exception of the failure to timely file a FormÌý3 by David Riggs, our President, Chief Executive Officer and Chief Financial Officer, the Company believes all Section 16(a) filing requirements applicable to all such persons were complied with during the fiscal year covered by this report.

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Ìý

ItemÌý10. Directors and Executive Officers of the Registrant

Compliance with SectionÌý16(a) of the Securities Exchange Act of 1934

ÌýÌýÌýÌýÌýSectionÌý16(a) of the Securities Exchange Act of 1934 requires the CompanyÂ’s officers and directors, and persons who own more than ten percent of the CompanyÂ’s common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Officers, directors, and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such reports furnished to the Company, with the exception of the failure to timely file a FormÌý3 by David Riggs, our President, Chief Executive Officer and Chief Financial Officer, the Company believes all Section 16(a) filing requirements applicable to all such persons were complied with during the fiscal year covered by this report.

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Ìý

SIGNATURES

ÌýÌýÌýÌýÌýPursuant to the requirements of SectionÌý13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý
Ìý Ìý EXEGENICS INC. Ìý Ìý Ìý Ìý
Ìý
Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý Ìý
Ìý Ìý By: ÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌý/s/ David E. Riggs Ìý Ìý
Ìý Ìý Ìý Ìý
Ìý
Ìý Ìý Ìý Ìý Name: Ìý David E. Riggs Ìý Ìý
Ìý Ìý Ìý Ìý Title: Ìý President and Chief Executive Officer

Date: JuneÌý4, 2004

ÌýÌýÌýÌýÌýPursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.

Ìý Ìý Ìý Ìý Ìý Ìý Ìý
Ìý Signatures Ìý Title Ìý Date
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
By:
Ìý /s/ David E. Riggs Ìý President and Chief Executive Officer Ìý JuneÌý4, 2004
Ìý
Ìý (Principal Executive Officer) Ìý Ìý
Ìý David E. Riggs Ìý Ìý Ìý Ìý
Ìý
Ìý Ìý Ìý Ìý Ìý Ìý
By:
Ìý /s/ DAVID E. RIGGS Ìý Chief Financial Officer Ìý JuneÌý4, 2004
Ìý
Ìý (Principal Financial Officer) Ìý Ìý
Ìý David E. Riggs Ìý Ìý Ìý Ìý
Ìý
Ìý Ìý Ìý Ìý Ìý Ìý
By:
Ìý /s/ JOHN A. PAGANELLI Ìý Director, Chairman of the Board Ìý JuneÌý4, 2004
Ìý
Ìý
Ìý Ìý Ìý Ìý
Ìý John A. Paganelli Ìý Ìý Ìý Ìý
Ìý
Ìý Ìý Ìý Ìý Ìý Ìý
By:
Ìý /s/ ROBERT A. BARON Ìý Director Ìý JuneÌý4, 2004
Ìý
Ìý
Ìý Ìý Ìý Ìý
Ìý Robert A. Baron Ìý Ìý Ìý Ìý
Ìý
Ìý Ìý Ìý Ìý Ìý Ìý
By:
Ìý /s/ ROBERT S. BENOU Ìý Director Ìý JuneÌý4, 2004
Ìý
Ìý
Ìý Ìý Ìý Ìý
Ìý Robert S. Benou Ìý Ìý Ìý Ìý
Ìý
Ìý Ìý Ìý Ìý Ìý Ìý
By:
Ìý /s/ JOHN J. HUNTZ, JR. Ìý Director Ìý JuneÌý4, 2004
Ìý
Ìý
Ìý Ìý Ìý Ìý
Ìý John J. Huntz, Jr. Ìý Ìý Ìý Ìý
Ìý
Ìý Ìý Ìý Ìý Ìý Ìý
By:
Ìý /s/ DAVID LEE SPENCER Ìý Director Ìý JuneÌý4, 2004
Ìý
Ìý
Ìý Ìý Ìý Ìý
Ìý David Lee Spencer Ìý Ìý Ìý Ìý

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