United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
[X] Annual Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal year ended December 31,
2001
Or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 For the transition
period from ______________ to _____________.
Commission File Number: 000-26727
BioMarin Pharmaceutical Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 68-0397820
(State of other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
371 Bel Marin Keys Blvd., #210, Novato, California 94949
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (415) 884-6700
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value
(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 past 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 in response to Item
405 of Regulation S-K is not contained in this form, 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. __
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 15, 2002 was $392,122,171. The number of shares of common
stock, $0.001 par value, outstanding on March 15, 2002 was 52,447,402.
Explanatory Notes
This Amendment No. 1 on Form 10-K/A amends and restates in their entirety the
following items of Part III of our Annual Report on Form 10-K for the first
fiscal year ended December 31, 2001:
Item 10. Directors, Executive Officers, Promoters and Control Persons
Item 11. Executive and Director Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 10. Directors, Executive Officers, Promoters and Control Persons
Set forth below is certain information regarding our board of directors:
Name Age Position Director Since
---------- ------------------------------ --------------------
Fredric D. Price......................... 56 Chief Executive Officer and October 2000
Chairman of the Board
Grant W. Denison, Jr. ................... 52 Director October 1996
Phyllis I. Gardner, M.D.(1)(2)........... 51 Director September 2001
Erich Sager(1)(2)........................ 43 Director November 1997
Gwynn R. Williams(1)(2).................. 67 Director October 1996
..........
(1) Member of our Compensation Committee.
(2) Member of our Audit Committee.
There is no family relationship between any of our directors and any of our
executive officers.
Fredric D. Price was elected as our Chairman of the Board and our Chief
Executive Officer on October 31, 2000. From September 1994 to September 2000, he
was President, Chief Executive Officer, and a member of the Board of Directors
of Applied Microbiology/AMBI, a biotechnology and nutrition company. From July
1991 to September 1994, he was Vice President Finance & Administration and Chief
Financial Officer of Regeneron Pharmaceuticals. From March 1986 to July 1991, he
was a pharmaceuticals and biotechnology industry strategy consultant. For the 13
previous years, he was employed by Pfizer Pharmaceuticals where he was a Vice
President with both staff and line responsibilities. Mr. Price received a B.A.
in 1967 from Dartmouth College and an M.B.A. in 1969 from the Wharton School of
the University of Pennsylvania. He is a member of the advisory board of
equity4life, a health care investment company based in Zurich, Switzerland, and
a member of the board of directors of LifeSpan BioSciences, Inc., a
biotechnology company based in Seattle, Washington.
Grant W. Denison, Jr. has served as a member of our Board of directors since our
inception. Mr. Denison served as our Chief Executive Officer from inception
until his resignation in October 2000. Mr. Denison also served as Chairman of
our Board of Directors from April 1997 until October 2000. From July 1993 to
April 1997, Mr. Denison served as President, Consumer Products and Corporate
Senior Vice President, Business Development at Searle, a pharmaceutical company.
From July 1989 to June 1993, Mr. Denison served as Vice President Corporate
Planning at Monsanto Company, a diversified life sciences company. From April
1986 to June 1989, Mr. Denison served as Vice President Corporate Planning and
President, U.S. Operations at Searle, a pharmaceutical company. From 1985 to
1986, Mr. Denison served as Vice President, International Operations at Squibb
Medical Systems, a medical devices company. From 1980 to 1985, Mr. Denison
served as Vice President, Planning and Business Development at Pfizer, Inc., a
pharmaceutical company. Mr. Denison serves as a director of Nastech
Pharmaceutical Company Inc. and Genetronics. Mr. Denison received an A.B. in
Mathematical Economics from Colgate University and an M.B.A. from Harvard
Graduate School of Business Administration.
Phyllis I. Gardner, M.D. has served as a member of our Board of Directors since
September 2001. She is an Associate Professor (with tenure) of Medicine and
Pharmacology, Stanford University School of Medicine, where she has been since
1984. Dr. Gardner served as Vice President of Research and Principal Scientist
of ALZA Corporation, a pharmaceutical company, from 1996 to 1998, having served
as Principal Scientist and Consultant, ALZA Technology Institute of ALZA
Corporation from 1994 to 1996 (while on leave from Stanford). She is a
co-founder of Genomics Collaborative, Inc., as well as a co-founder and director
of CambriaTech Investment Fund and Xeragen, Inc. She is currently serving as the
interim Chief Executive Officer of Xeragen. She also serves on the board of
directors of Aerogen Corporation and Health Hero Network Corporation and on the
scientific advisory boards of Vical, Inc., iMEDD, Inc. and LifetecNet, Inc. Dr.
Gardner received a B.S. from the University of Illinois in 1972 and an M.D. from
the Harvard Medical School in 1976.
Erich Sager has served as a member of our Board of Directors since November
1997. Since September 1996, Mr. Sager has served as the Chairman of LaMont Asset
Management SA, a private investment management firm. From April 1994 to August
1996, Mr. Sager served as Senior Vice President, Head of Private Banking for
Dresdner Bank (Switzerland) Ltd. From September 1991 to March 1994, Mr. Sager
served as Vice President, Private Banking-Head German Desk for Deutsche Bank
(Switzerland) Ltd. From 1981 to 1989, Mr. Sager held various positions at a
number of banks in Switzerland. Mr. Sager serves as a director of Restoragen,
Inc., Dentalview, Inc., Kimsa Holding, LaMont Asset Management, SA and Sermont
Asset Management, SA. Mr. Sager received a Business Degree from the School of
Economics and Business Administration in Zurich, Switzerland.
Gwynn R. Williams has served as a member of our Board of Directors since our
incorporation. Mr. Williams founded AstroMed Limited and Astroscan Limited, UK
manufacturers of scientific equipment, in March 1984, which entities, in
December 1997, merged into Life Science Resources Ltd. Previously, Mr. Williams
was a partner of Arthur Andersen & Co., a mathematician with General Motors
Research, and a mathematician with British Steel. Mr. Williams was a founder of
Glyko Biomedical Ltd. and its predecessor Glyko, Inc. Mr. Williams received a
B.S. in Theoretical Physics from the University of Wales.
2
Executive Officers and Other Significant Employees
The following table sets forth certain information concerning our executive
officers (other than Fredric D. Price) and other significant employees as of
March 31, 2002.
Name Age Position
Christopher M. Starr, Ph.D. 49 Senior Vice President, Research and Development
Emil D. Kakkis, M.D., Ph.D. 41 Senior Vice President, Scientific Affairs
John L. Jost, Ph.D. 57 Vice President, Manufacturing
Robert A. Baffi, Ph.D. 46 Vice President, Quality Assurance/Quality Control
Stuart J. Swiedler, M.D., Ph.D. 46 Vice President, Clinical Affairs
Brian K. Brandley, Ph.D. 45 Vice President, Pharmacology and Toxicology
Robert A. Heft, Ph.D. 47 Vice President, Product Development
Jeffrey I. Landau 59 Vice President, Administration
Reinhard Gabathuler, Ph.D. 48 Vice President, Brain Research
Matthew R. Patterson 30 Vice President, Regulatory and Government Affairs
Kim R. Tsuchimoto, C.P.A. 39 Vice President, Controller
Christopher M. Starr, Ph.D., Co-Founder and Senior Vice President, Research And
Development
Dr. Starr is one of our co-founders and has served as our Senior Vice President,
Research and Development since January 2002. He served as our Vice President,
Research and Development from April 1998 to January 2002. From July 1991 to
April 1998, Dr. Starr served as Vice President, Research and Development for
Glyko, Inc. Prior to that, Dr. Starr was a National Research Council Associate
at the National Institutes of Health (NIH). He has published numerous
peer-reviewed articles, including research papers on Fluorophore-Assisted
Carbohydrate Electrophoresis (FACE) in the diagnosis of lysosomal storage
diseases and in the identification of patients with MPS I. His work in the
development of diagnostic tests for lysosomal storage diseases has been funded
by several grants from the NIH and other institutions. Dr. Starr holds a Ph.D.
in biochemistry and molecular biology from the State University of New York
Health Science Center and a B.S. from Syracuse University.
Emil D. Kakkis, M.D., Ph.D., Senior Vice President, Scientific Affairs
Dr. Kakkis has served as our Senior Vice President, Scientific Affairs since
January 2002. He served as one of our Vice Presidents from September 1998 to
January 2002. In 1996, together with his colleague, Elizabeth F. Neufeld, Ph.D.,
of the University of California at Los Angeles (UCLA), Dr. Kakkis developed
Aldurazyme, a recombinant form of (alpha)-L-iduronidase, the enzyme deficient in
MPS I patients. From July 1994 to August 1998, Dr. Kakkis held the position of
Assistant Professor at the Harbor-UCLA Medical Center, Division of Genetics,
Department of Pediatrics. From June 1991 to July 1994, Dr. Kakkis completed a
fellowship in genetics at the UCLA Intercampus Medical Genetics training program
and, prior to that, conducted his pediatric residency at the Harbor-UCLA Medical
Center. Dr. Kakkis is the author of numerous published articles and abstracts on
MPS I and (alpha)-L-iduronidase. He holds an M.D. and a Ph.D. in biological
chemistry from the Medical Scientist training program at the UCLA School of
Medicine. Dr. Kakkis is board-certified in pediatrics and medical genetics.
John L. Jost, Ph.D., Vice President, Manufacturing
Dr. Jost joined us as Vice President, Manufacturing in June 1999. Dr. Jost
devoted his time from November 1997 to June 1999 to personal affairs. From
February 1983 to November 1997, Dr. Jost held a variety of management and
scientific positions at Genentech, Inc., a biotechnology company. During his
tenure at Genentech, Dr. Jost also led a variety of development projects
focusing on products such as Tumor Necrosis Factor (TNF), Gamma Interferon,
Human Growth Hormone (hGH), animal interferons, and human serum albumin. These
programs contributed to numerous investigational new drug applications (IND),
new drug applications (NDA), BLA, and BLA supplement submissions. From 1971 to
1983, Dr. Jost served in various scientific positions in process development at
The Upjohn Company, culminating in his role as a senior research scientist. Dr.
Jost received a Ph.D. and B.S. in chemical engineering from the University of
Minnesota.
Robert A. Baffi, Ph.D., Vice President, Quality Assurance and Quality Control
Dr. Baffi joined us as Vice President of Quality Assurance and Quality Control
in May 2000. From 1986 to 2000, Dr. Baffi served in a number of progressively
more responsible positions at Genentech, Inc., a biotechnology company,
primarily in the functional area of quality control. Prior to Genentech, Dr.
Baffi worked for Cooper BioMedical as a research scientist and at Becton
Dickinson Research Center as a post-doctoral fellow. Dr. Baffi has contributed
to more than 20 major regulatory submissions for product approval in the United
States and Europe and to more than 50 regulatory submissions for investigational
new drug testing. Dr. Baffi received a Ph.D. in biochemistry, as well as an
M.Phil. and a B.S. in biochemistry from the City University of New York.
3
Stuart J. Swiedler, M.D., Ph.D., Vice President, Scientific and Clinical Affairs
Dr. Swiedler has served as our Vice President, Clinical Affairs since June 1998.
From November 1997 to June 1998, Dr. Swiedler was an independent technology
consultant. From May 1995 to November 1997, Dr. Swiedler served as Vice
President, Research Programs at Glycomed, Incorporated, a biotechnology company.
Dr. Swiedler's biotechnology experience includes six years of post-doctoral work
at the Yale University and Duke University schools of medicine. He is
board-certified in anatomic pathology and has conducted extensive research in
the molecular biology of carbohydrate enzymes. Dr. Swiedler holds five patents
and is the author of 20 peer-reviewed journal articles. Dr. Swiedler holds a
Ph.D. from the Johns Hopkins University School of Medicine, Biochemistry,
Cellular, and Molecular Biology training program, an M.D. from the Johns Hopkins
School of Medicine, and a B.S. from the State University of New York at Albany.
Brian K. Brandley, Ph.D., Vice President, Pharmacology and Toxicology
Dr. Brandley has served as our Vice President since October 1998. Dr. Brandley
served as the Managing Director of Glyko Inc. since April 1998. From July 1995
to April 1998, Dr. Brandley served as Assistant Professor in the Department of
Pharmacology at Rush University. Dr. Brandley served as Senior Scientist and
Head of the Cell Biology Laboratory at Glycomed, Incorporated, a biotechnology
company, from July 1988 to July 1995. He also has five years of post-doctoral
research experience at the Medical University of South Carolina and the Johns
Hopkins University School of Medicine. Dr. Brandley is the author of 27
publications in peer-reviewed journals and holds 14 patents. He earned a Ph.D.
in biology from the University of Sydney, an M.S. in biology from the University
of Miami, and a B.S. with honors from the University of Miami.
Robert A. Heft, Ph.D., Vice President, Product Development
Dr. Heft has served as our Vice President, Product Development since October
2001 when we acquired the pharmaceutical assets of IBEX Technologies Inc. In
January 1986, Dr. Heft founded IBEX and was its President and Chief Scientist
until joining us. While at IBEX, Dr. Heft directed the preclinical and clinical
development of several enzymes for cardiovascular disease and metabolic
disorders, was awarded several patents for work related to these enzymes, and
authored related papers. Dr. Heft is a member of the Board of Directors of the
Canadian Genetic Diseases Network. Dr. Heft received a Bachelor of Mechanical
Engineering from McGill University and a Masters degree in nuclear engineering
from Cornell University before obtaining his Ph.D. from the Massachusetts
Institute of Technology in genetic engineering/radiological sciences.
Jeffrey I. Landau, Vice President, Administration
Mr. Landau joined us as a consultant in October 2001 and has served as our Vice
President, Administration since April 2002. From March 2000 to October 2001, Mr.
Landau served as Chief Operating Officer for Transition/1 Management Accounting
Systems, Inc., a computer software company. From December 1999 to March 2000,
Mr. Landau acted as an independent consultant. From June 1998 to December 1999,
Mr. Landau served as Chief Operating Officer for GlobeNet Technologies, Inc., a
computer software company. From March 1996 to June 1998, Mr. Landau served as
Chief Information Officer for Walt Disney Consumer Products. Mr. Landau received
an M.S. in computer science and operations research, and a B.S. in mathematics
from New York University.
Reinhard Gabathuler, Ph.D., Vice President, Brain Research
Dr. Gabathuler has served as our Vice President, Brain Research since March 2002
when we acquired Synapse Technologies Inc. Prior to joining us, Dr. Gabathuler
served as Vice President, Research at Synapse Technologies Inc. since May 2001
and Director of Blood-Brain Barrier Research at Synapse Technologies Inc. from
June 1998 to May 2001. From September 1993 to June 1998, Dr. Gabathuler served
as a consultant for Synapse Technologies Inc. From June 1991 to June 1998, Dr.
Gabathuler served as Senior Research Associate at Biotechnology Laboratory at
the University of British Columbia. Dr. Gabathuler holds a Ph.D. in biochemistry
from the University of Lausanne, Switzerland. Dr. Gabathuler completed
Post-Doctoral research at the University of Washington, the Swiss Institute for
Experimental Cancer Research in Lausanne and the Ludwig Institute for Cancer
Research in Stockholm, Sweden.
Matthew R. Patterson, Vice President, Regulatory and Government Affairs
Mr. Patterson was promoted to our Vice President, Regulatory and Government
Affairs from Director, Regulatory Affairs in January 2002, having joined us in
August 1998. He served as our Regulatory Affairs Manager from August 1998 to
July 1999, and as our Director of Regulatory Affairs from July 1999 to January
2002. Prior to joining us, Mr. Patterson worked for Genzyme Corporation, a
biotechnology company, first in Manufacturing (from December 1993 to May 1995)
and then Regulatory Affairs (from May 1995 to July 1998), where he contributed
to the development and global licensing of multiple biotechnology products. Mr.
Patterson received a B.A. in biochemistry from Bowdoin College.
Kim R. Tsuchimoto, C.P.A., Vice President, Controller
Ms. Tsuchimoto was promoted to our Vice President, Controller in January 2002,
having joined us in February 1997 as our Controller. From November 1993 to
November 1996, Ms. Tsuchimoto served as Controller for Dodd Smith Dann Inc., a
fundraising and marketing consultant for non-profit organizations. Prior to
that, Ms. Tsuchimoto served as Controller from January 1990 to October 1993 and
Assistant Controller from January 1988 to January 1990 for Partech International
(formerly Paribas Technology), a venture capital firm affiliated with Banque
Paribas. Ms. Tsuchimoto is a licensed California certified public accountant and
received a B.S. in business administration from San Francisco State University.
4
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the United States Securities Exchange Act of 1934 requires our
directors and officers and persons who own more that 10% of a registered class
of our equity securities to file reports of ownership and reports of changes in
the ownership with the U.S. Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. Executive officers, directors, and
greater than 10% stockholders are required by the U.S. Securities and Exchange
Commission to furnish us with copies of all Section 16(a) forms they file.
To the best of our knowledge, based solely on a review of the copies of such
reports furnished to BioMarin or written representations that no other reports
were required, during the fiscal year ended December 31, 2001, all officers,
directors, and 10% stockholders complied with all Section 16(a) filing
requirements.
Item 11. Executive And Director Compensation
Summary Compensation Table
We are required by the U.S. Securities and Exchange Commission to disclose
compensation awarded to, earned by, or paid for services rendered to us in all
capacities during the last three fiscal years to (i) our Chief Executive
Officer; (ii) our four most highly compensated executive officers, other than
our Chief Executive Officer, who were serving as our executive officers at the
end of fiscal year 2001; and (iii) up to two additional individuals for whom
such disclosure would have been provided under clause (i) and (ii) above but for
the fact that the individual was not serving as one of our executive officers at
the end of fiscal year 2001; provided, however, that no disclosure need be
provided for any executive officer, other than the CEO, whose total annual
salary and bonus does not exceed $100,000.
Accordingly, the following table discloses compensation paid by us during the
last three fiscal years to (i) Fredric D. Price, our Chief Executive Officer;
and (ii) Raymond W. Anderson, Christopher M. Starr, Ph.D., Emil D. Kakkis, M.D.,
Ph.D. and John L. Jost, Ph.D., the four most highly-compensated executive
officers, other than the Chief Executive Officer, who were serving as executive
officers at the end of fiscal year 2001 and whose salary and bonus exceeded
$100,000. We refer to all of these officers as the "Named Executive Officers."
The entries under the column "Other Annual Compensation" for Mr. Price, include
the value of his restricted stock grant issued upon his employment commencement,
a tax gross-up benefit relating to the compensation earned from the restricted
stock grant and payments for temporary housing. Each of these amounts paid to
Mr. Price is described in more detail in the section captioned "Employment
Agreements." The entries under the column "All Other Compensation" in the table
represent the premiums paid for life insurance benefits and vested 401(k)
matching for each Named Executive Officer.
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------ ----------------
------------ ---------- ------------------ ----------------
Name and Principal Position Year Salary ($) Bonus ($) Other annual Securities All Other
Underlying
compensation ($) Options/SARs(#) Compensation ($)
------------------------------ -------- ------------ ---------- ------------------ ---------------- ------------------
------------------------------ -------- ------------ ---------- ------------------ ---------------- ------------------
Fredric D. Price (1) 2001 408,269 278,500 -- 175,000 989
Chairman and Chief Executive 2000 99,487 100,000 578,424 523,288 --
Officer 1999 -- -- -- -- --
Christopher M. Starr, Ph.D. 2001 250,000 -- -- 25,000 2,294
(2) 2000 190,000 75,000 -- 75,194 1,614
Senior Vice President, 1999 150,000 150,000 -- 94,189 876
Research and Development
Emil D. Kakkis, M.D., Ph.D. 2001 245,000 -- -- 25,000 1,869
(2) 2000 229,327 50,000 -- 50,000 1,009
Senior Vice President, 1999 225,000 -- -- 64,502 336
Scientific Affairs
Stuart J. Swiedler, M.D., 2001 230,000 -- -- 20,000 1,869
Ph.D. (2) 2000 192,769 -- -- 45,233 1,317
Vice President, Scientific 1999 154,000 -- -- 32,661 624
and Clinical Affairs
Raymond W. Anderson (2)(3) 2001 250,000 -- -- 5,000 15,908
Former Chief Operating 2000 222,466 25,000 -- 58,469 1,893
Officer, Chief Financial 1999 189,625 100,000 -- 72,658 2,352
Officer, Secretary and Vice
President, Finance and
Administration
5
(1) Mr. Price was appointed as our Chief Executive Officer effective October
31, 2000.
(2) Options were earned for the fiscal year 2001 and granted on December 14,
2001. Long-term options vest 6/48ths at June 30, 2002 and 1/48ths per month
thereafter. No short-term options were granted during the fiscal year 2001.
(3) As of January 2002, Mr. Anderson is no longer employed by us in any
capacity. A portion of "All Other Compensation" was paid to Mr. Anderson in
January 2002, relating to his accrued vacation at the time of termination
of his employment.
Stock Option Grants Table
The following table sets forth certain information for each grant of options to
purchase our common stock during fiscal 2001 to each of the Named Executive
Officers. Except as otherwise noted, all these options were granted under the
1997 Stock Plan and have a term of 10 years subject to early termination in the
event the officer's services to the Company cease.
Fiscal 2001 Stock Option Grants
Number of Percent of
Securities Total Options Exercise Potential Realizable Value at
Underlying Granted to Price Per Assumed Annual Rates of Stock
Options Employees in Share($) Option Term Price Appreciation for Option
Name Granted 2001 (1) (2) Expiration Date Term ($) (3)
---- ----------- -------------- ------------ ---------------- -------------------------------
5% 10%
--------------- ---------------
Fredric D. Price 175,000 10% 13.24 12/14/11 1,457,149 3,692,701
Christopher M. Starr, Ph.D. 25,000 1% 13.24 12/14/11 208,164 527,529
Emil D. Kakkis, M.D., Ph.D. 25,000 1% 13.24 12/14/11 208,164 527,529
Stuart J. Swiedler, M.D., Ph.D. 20,000 1% 13.24 12/14/11 166,531 422,023
Raymond W. Anderson(4) 5,000 * 13.24 12/14/11 41,633 105,506
-------------------------
* Represents less than 1% of the total options granted to our employees in 2001
(1) Based on an aggregate of 1,801,681 shares subject to options granted by us
during fiscal year 2001 to employees, consultants and the Named Executive
Officers.
(2) Options were granted at an exercise price equal to the greater of the
closing price of our common stock on Nasdaq on the date of the grant or
January 2, 2002.
(3) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission. We cannot
assure any Named Executive Officer or any other holder of our securities
that the actual stock price appreciation over the option term will be at
the assumed 5% and 10% levels or at any other defined level. Unless the
market price of our common stock appreciates over the option term, no value
will be realized from the option grants made to the Named Executive
Officers. The potential realizable value is calculated by assuming that the
closing price per share on the date of grant appreciates at the indicated
rate for the entire term of the option and that the option is exercised at
the exercise price and sold on the last day of its term at the appreciated
price. The potential realizable value computation is net of the applicable
exercise price, but does not take into account applicable federal or state
income tax consequences and other expenses of option exercises or sales of
appreciated stock. The values shown do not consider non-transferability or
termination of the options upon termination of such employee's employment
with us.
(4) Pursuant to the terms of Mr. Anderson's separation agreement, these options
will expire on December 31, 2002 unless sooner exercised.
6
Fiscal Year Option Exercises and Option Value Table
The following table sets forth the number of shares covered by both exercisable
and unexercisable stock options held by each of the Named Executive Officers at
December 31, 2001.
Options Exercised During Year 2001 and Fiscal Year-End Option Value Table
Value of Unexercised
Shares Number of Securities Underlying In-the-Money Options at
Acquired Value Unexercised Options at Year-End Year-End (2)
on Realized ---------------------------------- ---------------------------------
Name of Executive Officer Exercise ($)(1) Exercisable Unexercisable Exercisable Unexercisable
------------------------- -------- ------- ----------- ------------- ----------- -------------
Fredric D. Price - - 252,107 321,181 $269,970 $348,785
Christopher M. Starr, Ph.D. 17,597 184,945 281,567 70,834 $2,003,818 $315,545
Emil D. Kakkis, M.D., Ph.D. - - 229,084 85,418 $1,823,133 $423,529
Stuart J. Swiedler, M.D.,Ph.D. - - 139,169 66,797 $1,005,284 $335,254
Raymond W. Anderson (3) - - 244,959 79,168 $1,914,186 $358,280
------------------
(1) Based on closing price on December 3, 2001, the date of exercise of $11.50
per share less exercise price per share.
(2) Based on closing price on December 31, 2001 of $13.44 per share less
exercise price per share.
(3) As of January 2002, Mr. Anderson is no longer employed by us in any
capacity.
Employment Agreements
We are party to employment agreements with each current officer listed below on
the terms enumerated on the chart below. Each of these employment agreements is
terminable without cause by us upon six months prior written notice to the
officer, or by the officer upon three months prior written notice to us. We are
obligated to pay the officer's salary and benefits until this termination.
Except in the case of Mr. Price, in the event that the officer is involuntarily
terminated within one year of a change of control, he will receive (i) a
severance payment equal to six months of his annual salary; (ii) a bonus equal
to 50% of the annual bonus that he would otherwise be entitled to, and (iii)
immediate vesting of 50% of the unvested portion of his outstanding options to
purchase our common stock.
2001 Annual Initial Grant of Right to Agreement
Name of Executive Officer Salary Rate (1) Annual Bonus Purchase Equity Securities Termination Date
------------------------------ ----------------- ------------------ ---------------------------- ---------------------
Fredric D. Price $450,000 Annual bonus, Option to purchase up to October 30, 2003
payable in cash 500,000 shares of our
based on common stock at a purchase
performance. price of $12.50 per share.
Christopher M. Starr, Ph.D. $250,000 Annual bonus, 400,000 shares of our June 26, 2003
payable in cash common stock at a purchase
or stock. price of $1.00 per share.
Emil D. Kakkis, M.D., Ph.D. $245,000 Eligible to Option to purchase up to None
receive a cash 200,000 shares of our
bonus based on common stock at a purchase
achievement of price of $4.00 per share.
milestones and
an annual bonus,
payable in cash
or stock.
Stuart Swiedler, M.D., Ph.D. $230,000 Annual bonus, Option to purchase up to None
payable in cash 150,000 shares of our
or stock. common stock at a purchase
price of $4.00 per share.
Robert A. Baffi, Ph.D. $220,000 Annual bonus, Option to purchase up to None
payable in cash 210,000 shares of our
or stock. common stock at a purchase
price of $22.00 per share.
John L. Jost, Ph.D. $220,000 Annual bonus, Option to purchase up to None
payable in cash 200,000 shares of our
or stock. common stock at a purchase
price of $13.00 per share.
Brian K. Brandley, Ph.D. $155,000 Annual bonus, Option to purchase up to None
payable in cash 150,000 shares of Glyko's
or stock. common stock. Now
exercisable for
65,415 shares of our
common stock at a purchase
price of $5.27 per share.
7
-------------------------
(1) 2001 Annual Salary Rate reflected in the above table reflects 2001 annual
salary rate as of December 31, 2001. The table entitled "Summary
Compensation Table" reflects actual salaries paid in 2001 and includes
mid-year salary adjustments.
Effective October 31, 2000, in connection with Mr. Price's employment, we
entered into an employment agreement with him which provides for an initial
payment to Mr. Price of $357,624, an annual base salary of $400,000 in the first
year, $450,000 in the second year, and $500,000 in the third year, and a bonus
of $200,000 in the first year and a performance bonus of between 25% and 100% of
his respective annual base salary for each of the second and third years. In
addition, we granted Mr. Price 25,000 restricted shares of our common stock
(which vest in three equal annual installments commencing on January 1, 2001),
we granted Mr. Price an option to purchase 500,000 shares of our stock, at a
purchase price of $12.50 per share (which vests monthly over 36 months,
commencing October 30, 2000) and we further agreed to grant Mr. Price additional
options on each anniversary of the agreement, in an amount to be determined by
the Board. We also agreed to reimburse Mr. Price for all expenses incurred in
relocating to the area with a tax gross-up adjustment and to extend him a
$1,500,000 interest-deferred loan for the purchase of a house.
The agreement has a three-year term, which will automatically renew for an
additional three-year period unless either Mr. Price or we give the other notice
of our/his intent not to renew the agreement. If we decide not to renew the
agreement, we must pay Mr. Price an amount such that our net payment after
deduction of all payroll taxes and all income taxes at the highest marginal
rates applicable to Mr. Price will equal the base salary and bonus we paid him
in the third year of the agreement. Additionally, the expiration for any vested
options will be one year from the termination of the agreement and all unvested
options will remain unvested and unexercisable.
Either party can terminate the agreement on sixty days' notice. However, in the
event there is a change in control which results in Mr. Price's actual or
constructive termination, he is entitled to a severance payment equal to twice
the aggregate of his annual base salary and bonus payable in the year in which
termination occurs, forgiveness of all outstanding principal and interest on the
interest-deferred loan, acceleration of the full unvested portion of his 25,000
share restricted stock grant and all stock options and an additional payment
equal to Mr. Price's maximum total income tax liability applicable to the total
severance package. If Mr. Price is terminated other than for cause, he is
entitled to receive a severance payment equal to twice his applicable annual
base salary and bonus if he is terminated in the first year of the agreement and
equal to his applicable annual base salary and bonus if he is terminated in a
subsequent year, forgiveness of all outstanding principal and interest on the
interest deferred-loan and acceleration of the full unvested portion of his
25,000 share restricted stock grant and all stock options. Additionally, if he
is terminated other than for cause prior to the second anniversary of the
agreement, he is entitled to an additional payment equal the maximum income tax
liability associated with forgiveness of the loan and such additional payment.
We provided a three-year loan to Dr. Starr for the purchase of his shares
referenced in column four of the table above and to Mr. Denison for the purchase
of 1,300,000 shares of our common stock all of which were purchased pursuant to
the Founders' Stock Purchase Agreement described below. Each loan bears interest
at a rate of 6%. For each of them, respectively, if his employment is terminated
by us for any reason, he has the right to sell any or all of these shares of
common stock to us at a price per share equal to the lesser of the then-current
per share market price of the shares or the original per share purchase price of
$1.00.
Dr. Brandley's employment agreement was originally with Glyko, Inc. but was
assigned to us in connection with our acquisition of Glyko, Inc.
Through June 30, 2000, Dr. Starr's cash bonus was based on the difference
between a minimum market capitalization and our quarterly market capitalization.
The cash bonus is calculated as follows:
The Board of Directors established a minimum market capitalization of $20.0
million for the first quarter of 1998. The minimum market capitalization
increases by $1.0 million per quarter until the end of the agreement in the
second quarter of 2000. our quarterly market capitalization is calculated at the
end of each calendar quarter by multiplying the number of our common shares
outstanding times the average closing price of our common stock for the last 10
trading days of the quarter. If our common stock is not publicly traded the
quarterly market capitalization is determined by multiplying the shares of our
common stock outstanding by the price at which our common stock was sold in the
latest significant investment by an independent third-party investor. For each
full $5.0 million that the quarterly market capitalization exceeds the minimum
market capitalization, Dr. Starr received a cash bonus of $1,200 in the first
calendar quarter and $1,250 in the second quarter. Dr. Starr's cash bonus is the
sum of the two quarterly bonuses for 2000.
Dr. Starr's total cash bonus was limited to 100% of his base salary in any year.
Additional amounts beyond the cash limit that may be earned in a year were paid
in stock options using the Black-Scholes option pricing model to calculate the
value of the stock option based on period-end parameters.
8
In December 1998, the Board approved a form of indemnification agreement to be
entered into between us and each of our officers and directors. This
indemnification agreement requires us, among other things, to indemnify officers
and directors against liabilities that may arise by reason of their status or
performance of their duties as officers or directors and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified.
Section 162(m)
We have considered the potential future effects of Section 162(m) of the
Internal Revenue Code on the compensation paid to our executive officers.
Section 162(m) disallows a tax deduction for any publicly held corporation for
individual compensation exceeding $1.0 million in any taxable year for any of
the Named Executive Officers, unless compensation is performance-based. We have
adopted a policy that, where reasonably practicable, we will seek to qualify the
variable compensation paid to our executive officers for an exemption from the
deductibility limitations of Section 162(m).
Director Compensation
Directors do not receive cash compensation for their services as our directors
but are reimbursed for their reasonable expenses in attending meetings of the
Board and while performing services for us. In October 2001, under the 1998
Director Option Plan, we issued to Mr. Denison options to purchase 15,000 shares
of common stock with an exercise price set at the fair market value (closing
price of common stock on Nasdaq) on the date of grant, which was $11.40. In
November 2001, under the 1998 Director Option Plan, we issued to Messrs. Sager
and Williams options to purchase 15,000 shares of common stock with an exercise
price set at the fair market value (closing price of common stock on Nasdaq) on
the date of grant, which was $12.00 as consideration for their ongoing services
to us as directors. In September 2001, under the 1998 Director Option Plan, we
issued to Dr. Gardner option to purchase 20,000 shares of common stock with an
exercise price set at the fair market value (closing price of common stock on
Nasdaq) on the date of grant, which was $12.34, as consideration for her initial
year of services to us as a director.
1998 Director Option Plan
The 1998 Director Option Plan was adopted by the Board in December 1998. It was
approved by our stockholders as of January 15, 1999. The plan provides for the
grant of nonstatutory stock options to non-employee directors. A total of
500,000 shares of our common stock have been reserved for issuance under the
plan. The plan also provides for an annual increase in this number of shares
equal to the lesser of: (1) 0.5% of our outstanding capital stock, (2) 200,000
shares, or (3) a lesser amount determined by the Board.
In fiscal year 2001, options to purchase, in the aggregate, 65,000 shares were
issued to directors.
The 1998 Director Option Plan provides that each non-employee director shall
automatically be granted an option to purchase 20,000 shares of our common stock
on the date which that person first becomes a non-employee director. This option
shall have a term of 10 years. The shares subject to this initial option shall
vest quarterly over one year. Each non-employee director shall thereafter also
be automatically granted an option to purchase 15,000 shares of our common stock
on the first anniversary of the date of their respective initial appointments to
the Board and each anniversary thereafter, provided that he or she retains the
Board seat on his or her anniversary date. The shares subject to this annual
option shall vest in full one year from the date of grant and shall have a term
of 10 years. These options shall continue to vest quarterly only while the
director serves. The exercise price per share of each of these options shall be
100% of the fair market value of a share of our common stock at the date of the
grant of the option.
In the event of a merger or the sale of substantially all of the assets of us,
each option may be assumed or substituted by the successor corporation. If an
option is assumed or substituted, it shall continue to vest as provided in the
plan. However, if a non-employee director's status as a director of us or the
successor corporation, as applicable, is terminated, other than upon a voluntary
resignation by the non-employee director, the option shall immediately become
fully vested and exercisable. If the successor corporation does not agree to
assume or substitute the option, each option shall become fully vested and
exercisable for a period of 30 days from the date the Board notifies the
optionee of the option's full exercisability, after which period the option
shall terminate.
Options granted under the plan must be exercised within three months of the end
of the optionee's tenure as a director, or within 12 months after termination by
death or disability, but in no event later than the expiration of the option's
ten-year term. No option granted under the plan is transferable by the optionee
other than by will or the laws of descent or distribution. Each option is
exercisable, during the lifetime of the optionee, only by the optionee. Unless
sooner terminated by the Board, the plan will terminate automatically 10 years
from the effective date of the plan.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee is currently or has been, at
any time since our formation, one of our officers or employees. No member of the
Compensation Committee serves as a member of the board of directors or
compensation committee of any entity that has one or more executive officers
serving as a member of our board of directors or Compensation Committee.
9
Report of Compensation Committee
The Compensation Committee is responsible for setting general compensation goals
and operational guidelines for our personnel, for setting all elements of the
compensation of our executive officers, and for approving grants of stock
options. At all meetings of the Compensation Committee in 2001, the Compensation
Committee was composed of the three outside, non-management members of the board
of directors.
Compensation Goals and Policies
The goal of our compensation policies is to provide compensation sufficient to
attract, motivate and retain executives and staff of outstanding ability and
potential. Compensation policies are intended to establish an appropriate
relationship between executive compensation and the creation of stockholder
value as measured by the equity markets. We use the following principles to help
achieve that goal:
(1) We Provide competitive compensation packages incorporating all
compensation elements for executives and staff based upon our internal
policies and compensation packages at similarly situated pharmaceutical
and biotechnology companies in the San Francisco Bay Area.
(2) We reward executives and senior staff for outstanding performance
by the individual and by us.
(3) We seeks to align the long-term interests of the stockholder and
the executives and the senior staff through the use of employee stock
options and other stock priced related compensation, such as our
Employee Stock Purchase Program.
Considerations for 2001 Compensation
Increases in base salary for 2001 were made effective January 2001 primarily
based on our progress and achievements during 2000 and competitive conditions in
the job marketplace for biotechnology expertise in the San Francisco Bay Area
marketplace.
The Compensation Committee took particular note of 2000 achievements including
the initiation of a Phase 3 trial of Aldurazyme and a Phase 1 trial of Aryplase
(formerly rhASB). However, the Compensation Committee also noted the lack of
corporate activity during the first half of 2000.
Based on the Compensation Committee's judgment as to the value of these events
and other less visible internal developments, the Compensation Committee awarded
long-term compensation stock option grants to our executives and staff. Except
for Mr. Price, who is covered under a separate employment agreement, the
Compensation Committee also granted short-term incentive stock options as a
reward for our program in comparison to plan in 2000. Grants under both programs
were pro-rated for the portion of the year that the employee was in our service.
Salary compensation for the staff below the rank of officer was generally
increased by an average of 5%, which approximated the reported average salary
increase in the biotechnology industry in the San Francisco Bay Area and which
was also pro-rated for time in service during the year. The Compensation
Committee deemed that these compensation actions were appropriate for the
progress made by us in 2000 and maintained a competitive balance with
biotechnology companies of similar size and state of development in the region.
With respect to officer salary, the Compensation Committee determined that,
based on the factors described above, it was appropriate and elected to increase
salaries by an average of 15%. Additionally, due to the size of prior grants of
stock options to officers, the Compensation Committee determined that the prior
option grants provided the current officers with significant motivation and
sufficiently linked their compensation to our performance. The Compensation
Committee expressed concerns about limiting the availability of options for
non-officer employees and possible dilution of current stockholders.
Accordingly, the Compensation Committee reduced new option grants to current
officers by an average of one-half.
Chief Executive Officer Compensation
Effective October 31, 2000, Mr. Fredric D. Price was elected by the Board of
Directors to the position of Chief Executive Officer and Chairman of the Board.
At that time, the Compensation Committee negotiated a three year employment
agreement, which included a competitive compensation package appropriate to Mr.
Price's demonstrated leadership capabilities and achievements. Mr. Price's base
salary for 2001 was set by this employment agreement. Pursuant to the terms of
his employment contract, Mr. Price was also entitled to a bonus of $200,000 and
an additional stock option grant to purchase 100,000 shares for his first year
of service.
The terms of Mr. Price's compensation for 2001 were primarily determined prior
to his service with us. However, the Compensation Committee believes that,
during 2001, Mr. Price has amply demonstrated that his skills merit his
remuneration. In particular, the Compensation Committee notes the consummation
of three financing facilities, which raised more than $156 million in gross
proceeds for us, the acquisition by us of the IBEX pharmaceutical product
programs and the advancement of two additional internal product programs from
the lab to clinical trials. In light of these accomplishments, and in particular
the follow on public offering of our common stock the Compensation Committee
awarded Mr. Price an additional bonus of $78,500.
10
The Compensation Committee believes that the above authorized compensation
actions based upon our achievements and competitive compensation levels will
serve to help retain a highly qualified and motivated staff led by excellent
senior management that is a requirement for our prosperity and the creation of
stockholder value.
Respectfully submitted on March 25, 2002 by the members of the Compensation
Committee of the board of directors:
Erich Sager
Phyllis I. Gardner, M.D.
Gwynn R. Williams
Performance Graph
The following graph compares the cumulative total stockholder return with the
cumulative total return of the Nasdaq Stock Market (U.S.) and the Nasdaq
Pharmaceutical Index of stocks in Standard Industry Code (SIC) 283, encompassing
primarily biotechnology, pharmaceutical and medical speciality companies,
assuming a $100 investment in our common stock on July 31, 1999 and reinvestment
of dividends during the period. The period covered by the graph includes that
portion of the fiscal year ended December 31, 1999 during which we were publicly
traded.
[CHART]
---------------- ------------------- ------------------- ----------------------
BioMarin Nasdaq Stock Nasdaq Pharmaceutical
Market (U.S.) Index
---------------- ------------------- ------------------- ----------------------
7/31/1999 $100 $100 $100
---------------- ------------------- ------------------- ----------------------
12/31/1999 90 154 150
---------------- ------------------- ------------------- ----------------------
12/31/2000 75 93 187
---------------- ------------------- ------------------- ----------------------
12/31/2001 103 74 160
---------------- ------------------- ------------------- ----------------------
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of March 31, 2002 as to (i) each
person, or group of affiliated persons, who is known by us to own beneficially
more than 5% of our common stock; (ii) each of our directors; (iii) each of our
executive officers named in the Summary Compensation Table set forth herein
under the caption "Executive and Director Compensation"; and (iv) all of our
directors and current executive officers as a group.
Except as otherwise noted, the persons or entities in this table have sole
voting and investing power with respect to all the shares of our common stock
beneficially owned by them subject to community property laws, where applicable.
The information with respect to each person specified is as supplied or
confirmed by such person, based upon statements filed with the U.S. Securities
and Exchange Commission, or based upon our actual knowledge.
Number of Shares Number of Shares Percentage of
Name of Beneficial Owner Benefinially Owned (1) Subject To Options (2) Common Stock
------------------------ --------------------- ---------------------- -------------
Glyko Biomedical Ltd. 11,367,617 0 21.3%
Box 25, Commerce Court West
199 Bay Street
Toronto, Ontario
Canada M5L 1A9
Franklin Resources Inc. 3,246,245 0 6.0%
One Franklin Parkway
San Mateo, CA 94403
Fredric D. Price (3) 326,066 309,399 *
Brian K. Brandley, Ph.D. (3) 88,076 87,447 *
Robert A. Baffi, Ph.D. (3) 128,537 127,271 *
Grant W. Denison, Jr. (3) 1,373,822 73,822 2.6%
Phyllis L. Gardner, M.D. (3) 10,000 10,000 *
John L. Jost, Ph.D. (3) 174,915 170,414 *
Emil D. Kakkis, M.D., Ph.D. (3) 261,399 258,598 *
Erich Sager (3)(4) 11,565,267 118,750 21.6%
Christopher M. Starr, Ph.D. (3) 680,531 300,317 1.3%
Stuart J. Swiedler, M.D., Ph.D. (3) 172,215 162,215 *
Gwynn R. Williams (3) 68,750 68,750 *
All current executive officers and directors
as a group (8 persons) (4) 14,285,835 1,139,636 26.7%
11
* Represents less than 1% of our outstanding common stock.
(1) The "Number of Shares Beneficially Owned" column is based on shares of
common stock outstanding at March 31, 2002. Shares of common stock subject
to options or warrants that are exercisable within 60 days of March 31,
2002 (the "Number of Shares Beneficially Owned") are deemed to be
outstanding and to be beneficially owned by the person holding the options
or warrants for the purpose of computing the percentage ownership of the
person but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person.
(2) The "Number of Shares Subject to Options" enumerates for each 5%
stockholder, director and Named Executive Officer and for all officers and
directors in the aggregate, the shares of common stock subject to options
exercisable within 60 days of March 31, 2002. These shares are in the
calculation of the "Number of Shares Beneficially Owned." This table does
not include the beneficial ownership of shares held by Raymond W. Anderson,
our former Chief Operating Officer, Chief Financial Officer, Secretary and
Vice President, Finance and Administration who has not been employed by us
since January 2002.
(3) The mailing address for such stockholder is c/o BioMarin Pharmaceutical
Inc., 371 Bel Marin Keys Blvd., Suite 210, Novato, California 94949.
(4) Includes 11,367,617 shares held by Glyko of which Mr. Sager is an officer.
Mr. Sager disclaims beneficial ownership of these shares, except to the
extent of his pecuniary interest.
Item 13. Certain Relationships and Related Transactions
Since January 1, 2001, there has not been nor is there currently proposed any
transaction or series of similar transactions to which we were or are to be a
party in which the amount involved exceeds $60,000 and in which any director,
executive officer, holder of more than 5% of our common stock or any member of
the immediate family of any of the foregoing persons had or will have a direct
or indirect material interest other than (i) compensation agreements and other
arrangements, which are described elsewhere in this annual report and (ii) the
transaction described below.
Transactions with Directors, Executive Officers and 5% Stockholders
During 2001, Glyko paid us $7,700 per month in management fees for accounting
and related regulatory reporting services.
Indebtedness Of Directors And Executive Officers
Other than as described below, none our directors or executive officers or
associates of any director or executive officer is, or at any time since the
beginning of the most recently completed fiscal year has been, indebted to us.
In April 2001, pursuant to the terms of the employment agreement between us and
Fredric D. Price, our Chairman and Chief Executive Officer, we loaned Mr. Price
$860,000 to purchase a local residential property evidenced by a promissory note
secured by the property. The note matures on October 31, 2004 (subject to
various conditions in the employment agreement) and bears interest at the
Federal mid-term rate, adjusted on December 31 of each year. As of December 31,
2001, this equaled 3.97% per annum, compounded annually.
In February 2002, we loaned $300,000 to Christopher M. Starr, Ph.D. This loan is
evidenced by a promissory note secured by 30,000 otherwise unencumbered shares
of our common stock held by Dr. Starr. The note matures on October 31, 2002 and
bears interest at the rate of 2.74% per annum, the relevant Applicable Federal
Rate as of February 2002.
Pursuant to the Stock Purchase Agreements under which we sold stock ("Founders'
Shares") to two of our founding officers, we have loaned $1,300,000 and $400,000
to Mr. Denison and Dr. Starr, respectively, to purchase shares of our common
stock. The loans are evidenced by interest bearing promissory notes due on
demand and are fully recourse.
The following table sets forth any indebtedness of our directors or executive
officers entered into in connection with the purchase of the Founders' shares.
12
Number of Security for
Largest Amount Outstanding Common Indebtedness
of Outstanding Indebtedness as of Shares Number of Shares
Name of Borrower Lender Indebtedness(1) December 31, 2001 (1) Purchased of Common Stock
------------------------------- ------------ ------------------ ----------------------- ------------- ------------------
Grant W. Denison, Jr. BioMarin $1,631,660 $1,631,660 1,300,000 1,300,000
Christopher M. Starr, Ph.D. BioMarin $430,452 $430,452 400,000 342,956
(1) Includes accrued interest at 6% per annum.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of
1934, the registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BioMarin Pharmaceutical Inc.
Dated: April 30, 2002 By: /s/ Fredric D. Price
------------------------------------ -------------------------------------
Fredric D. Price
Chairman, Chief Executive Officer and
Director
In accordance with the Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
Signature Title Date
/s/ Fredric D. Price April 30, 2002
--------------------------- Chairman, Chief Executive Officer ----------------
Fredric D. Price and Director (Principal Executive
Officer)
/s/ Kim R. Tsuchimoto-Evans April 30, 2002
--------------------------- Vice President, Controller ----------------
Kim R. Tsuchimoto-Evans (Principal Accounting Officer)
* April 30, 2002
--------------------------- ----------------
Grant W. Denison, Jr. Director
* April 30, 2002
--------------------------- ----------------
Phyllis I. Gardner, M.D. Director
* April 30, 2002
--------------------------- ----------------
Erich Sager Director
* April 30, 2002
--------------------------- ----------------
Gwynn R. Williams Director
* By: /s/ Fredric D. Price
----------------------
Fredric D. Price
Attorney-In-Fact