10-K/A: Annual report pursuant to Section 13 and 15(d)
Published on June 4, 2004
Ìý
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FormÌý10-K/A
Amendment No.Ìý1
(Mark One)
Ìý | Ìý | Ìý |
þ
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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
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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.
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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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)
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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)
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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)
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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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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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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 | ||||
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Ìý | Ìý | Ìý | Ìý | Ìý | Ìý | Ìý | Ìý | Ìý | Ìý |
Ìý | Ìý | By: ÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌýÌý/s/ David E. Riggs | Ìý | Ìý | ||||||
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Ìý |
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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.
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Ìý | Signatures | Ìý | Title | Ìý | Date | |
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By:
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Ìý | /s/ David E. Riggs | Ìý | President and Chief Executive Officer | Ìý | JuneÌý4, 2004 |
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Ìý | (Principal Executive Officer) | Ìý | Ìý | |
Ìý | David E. Riggs | Ìý | Ìý | Ìý | Ìý | |
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Ìý | Ìý | Ìý | Ìý | Ìý | Ìý |
By:
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Ìý | /s/ DAVID E. RIGGS | Ìý | Chief Financial Officer | Ìý | JuneÌý4, 2004 |
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Ìý | (Principal Financial Officer) | Ìý | Ìý | |
Ìý | David E. Riggs | Ìý | Ìý | Ìý | Ìý | |
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Ìý | Ìý | Ìý | Ìý | Ìý | Ìý |
By:
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Ìý | /s/ JOHN A. PAGANELLI | Ìý | Director, Chairman of the Board | Ìý | JuneÌý4, 2004 |
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Ìý | Ìý | Ìý | Ìý | |
Ìý | John A. Paganelli | Ìý | Ìý | Ìý | Ìý | |
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Ìý | Ìý | Ìý | Ìý | Ìý | Ìý |
By:
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Ìý | /s/ ROBERT A. BARON | Ìý | Director | Ìý | JuneÌý4, 2004 |
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Ìý |
Ìý | Ìý | Ìý | Ìý | |
Ìý | Robert A. Baron | Ìý | Ìý | Ìý | Ìý | |
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Ìý | Ìý | Ìý | Ìý | Ìý | Ìý |
By:
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Ìý | /s/ ROBERT S. BENOU | Ìý | Director | Ìý | JuneÌý4, 2004 |
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Ìý | Ìý | Ìý | Ìý | |
Ìý | Robert S. Benou | Ìý | Ìý | Ìý | Ìý | |
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Ìý | Ìý | Ìý | Ìý | Ìý | Ìý |
By:
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Ìý | /s/ JOHN J. HUNTZ, JR. | Ìý | Director | Ìý | JuneÌý4, 2004 |
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Ìý | Ìý | Ìý | Ìý | |
Ìý | John J. Huntz, Jr. | Ìý | Ìý | Ìý | Ìý | |
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Ìý | Ìý | Ìý | Ìý | Ìý | Ìý |
By:
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Ìý | /s/ DAVID LEE SPENCER | Ìý | Director | Ìý | JuneÌý4, 2004 |
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Ìý | Ìý | Ìý | Ìý | |
Ìý | David Lee Spencer | Ìý | Ìý | Ìý | Ìý |
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