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UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K/A
(Amendment
No. 1)
ANNUAL REPORT UNDER
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT
OF 1934
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended
December 31, 2006
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number:
000-31617
CIPHERGEN BIOSYSTEMS, INC.
(Exact name of
registrant as specified in its charter)
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Delaware
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33-059-5156
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(State or other jurisdiction
of
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(IRS Employer
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incorporation or
organization)
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Identification
No.)
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Ciphergen
Biosystems, Inc.
6611 Dumbarton Circle
Fremont, CA 94555
(510) 505-2100
(Address, including zip code, of
registrants principal executive offices
and telephone number, including
area code)
Securities registered pursuant to Section 12(b) of the
Act:
Common Stock, $0.001 par value
Securities registered pursuant to Section 12(g) of the
Act:
none
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
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 þ No o
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 registrants 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. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer o Accelerated
filer o Non-accelerated
filer þ
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No þ
The aggregate market value of voting stock held by
non-affiliates of the Registrant was approximately
$23.4 million as of June 30, 2006, based upon the
closing price on the Nasdaq Capital Market reported for such
date. This calculation does not reflect a determination that
certain persons are affiliates of the Registrant for any other
purpose. The number of shares outstanding of the
Registrants common stock on April 23, 2007 was
39,324,920 shares.
CIPHERGEN
BIOSYSTEMS, INC.
FORM 10-K/A
INDEX
Ciphergen is a registered trademark of Ciphergen
Biosystems, Inc. Protein Chip and Biomarker Discovery Center
are registered trademarks of Bio-Rad Laboratories, Inc.
Biomek is a registered trademark of Beckman Coulter Inc.
BioSepra is a registered trademark of Pall Corporation.
Ciphergen Biosystems, Inc. (Ciphergen, the
Company, we, us, and
our), is filing this Amendment No. 1 on
Form 10-K/A
for the year ended December 31, 2006 (the
Form 10-K/A
Report) to amend our Annual Report on
Form 10-K
for the year ended April 2, 2007 (the Original
Filing) that was filed with the Securities and Exchange
Commission (the SEC) on February 28, 2006. This
Form 10-K/A
is being filed to include responses to certain items required by
Part III, which were originally expected to be incorporated
by reference in our definitive proxy statement to be delivered
to our stockholders in connection with the 2007 annual meeting
of stockholders, to the extent that such a meeting would have
been held. Except as set forth in this
Form 10-K/A
Report, no changes have been made to the Original Filing, and
this
Form 10-K/A
Report does not amend, update or change any other items or
disclosures in the Original Filing. This
Form 10-K/A
Report does not reflect events that occurred after the Original
Filing
PART III
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ITEM 10.
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DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE
REGISTRANT
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BOARD
STRUCTURE AND CORPORATE GOVERNANCE
Board
Structure and Committees
The Board of Directors is divided into three classes serving
staggered terms until 2009. The Board has eight directors and
the following three committees:
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audit;
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executive compensation; and
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corporate governance and nominating.
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Directors
Continuing in Office Until the 2007 Annual Meeting of
Stockholders
Michael J. Callaghan was a Senior Vice President of MDS
Capital Corp. from 1991 through 1996 and became one of our
directors in 1998. Prior to joining MDS Capital Corp. in 1992,
he was active in several general management positions.
Mr. Callaghan began his career with Ernst & Young,
where he became a Chartered Accountant. He serves as a director
of Systems Xcellence, Inc. as well as that of a private company.
He received a B. Comm. from McGill University and an M.B.A.
from York University.
Kenneth J. Conway has been President of Starfire
Ventures, a private biotech venture capital firm, since 2003. He
became one of our directors in April 2006. He also serves as a
director of several private companies. From 2000 to 2003, he
served as Chief Executive Officer at Vitivity, Inc., a
wholly-owned subsidiary of Millennium Pharmaceuticals focused on
predictive medicine. Prior to founding Vitivity, he was
President and Founder of Millennium Predictive Medicine, Inc.
from 1997 to 2000. He spent more than 26 years with Chiron
Diagnostics Corporation (formerly Ciba Corning), most recently
serving as President of U.S. Group and member of the Office
of the President. Mr. Conway has also been the Senior Vice
President and General Manager of Immuno Diagnostics, where he
led the development and commercialization of the ACS.180, a
world-leading system in automated immunodiagnostic testing, and
Vice President of several business units at Chiron (Ciba
Corning), as well as being Vice President of manufacturing at
Corning Medical Division. He received a B.S. in ceramic
engineering from Rutgers University and attended the Dartmouth
Institute Executive Program at Dartmouth Colleges Tuck
School of Business Administration.
James L. Rathmann has been President of Falcon Technology
Management Corporation and a general partner of Falcon
Technology Partners, L.P. since its founding in 1993.
Mr. Rathmann has been one of our directors since our
inception and became our Executive Chairman in December 2005. He
serves as a director of several private companies. Prior to
joining Falcon Technology in 1993, he was Senior Vice President
of Operations at Soft-Switch, Inc. from 1984 to 1993. He
received a B.A. in Mathematics from the University of Colorado
and an M.S. in Computer Science from the University of Wisconsin.
Directors
Continuing in Office Until the 2008 Annual Meeting of
Stockholders
James S. Burns has been President and Chief Executive
Officer of EntreMed, Inc. since June 2004 and a director since
September 2004. He became one of our directors in 2005. From
2001 to 2003, Mr. Burns was a co-founder and served as
President and as Executive Vice President of MedPointe, Inc., a
specialty pharmaceutical company that develops, markets and
sells branded prescription pharmaceuticals. From 2000 to 2001,
he served as a founder and Managing Director of MedPointe
Capital Partners, a private equity firm that led a leveraged
buyout to form MedPointe Pharmaceuticals. Previously,
Mr. Burns was a founder, Chairman, President and Chief
Executive Officer of Osiris Therapeutics, Inc., a biotech
company developing therapeutic stem cell products for the
regeneration of damaged or diseased tissue. He has also been
Vice Chairman of HealthCare Investment Corporation and a
founding General Partner of Healthcare Ventures L.P., a venture
capital partnership specializing in forming companies build
around new pharmaceutical and biotechnology products; Group
President at Becton Dickinson and
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Company, a multidivisional biomedical products company; and Vice
President and Partner at Booz Allen & Hamilton, Inc., a
multinational consulting firm. Mr. Burns is Chairman of the
Executive Committee of the American Type Culture
Collection (ATCC) and serves as a director of Symmetry
Medical, Inc. He earned his B.S. and M.S. degrees in biological
sciences from the University of Illinois and an M.B.A. from
DePaul University.
Rajen K. Dalal, Ph.D. is an industry consultant and
became one of our directors in 2003. From October 2006, he has
served as Chief Executive Officer of Aviir, Inc. , a molecular
diagnostics company. From 2002 to 2005, he was the President and
Chief Executive Officer of Guava Technologies, Inc., a
biotechnology company based on mammalian cell profiling and
analysis. Prior to joining Guava, Dr. Dalal was at Chiron
Corporation where he was most recently President of its Blood
Testing Division. Prior to joining Chiron in 1991,
Dr. Dalal was a leader of McKinsey &
Companys pharmaceuticals and technology management groups.
Dr. Dalal received a bachelors degree in chemistry
from St. Xaviers College, the University of Bombay; a
masters degree in biochemical engineering from the
Massachusetts Institute of Technology; and an M.B.A. from the
University of Chicago.
John A. Young has been one of our directors since our
inception, was our Chairman from 1995 to December 2005 and
became our Lead Outside Director in December 2005.
Mr. Young was President and Chief Executive Officer of
Hewlett-Packard Company from 1978 until his retirement in 1992.
He serves as a director of another public life science company,
Affymetrix, Inc., and also serves as a director of several
private companies. He received a B.S.E.E. from Oregon State
University and an M.B.A. from the Stanford Graduate School of
Business.
Directors
Continuing in Office Until the 2009 Annual Meeting of
Stockholders
Judy Bruner is Executive Vice President, Administration
and Chief Financial Officer of SanDisk Corporation. She became
one of our directors in 2003 and is also chairman of our Audit
Committee. She joined SanDisk in June 2004 after serving on
their board of directors for two years. Ms. Bruner served
as Senior Vice President and Chief Financial Officer of palmOne,
Inc. from September 1999 through June 2004. Previously,
Ms. Bruner held a succession of financial management
positions at 3Com Corporation from 1988 to 1999. Ms. Bruner
was Controller and Chief Financial Officer at Ridge Computers,
Inc. from 1984 to 1988, and she held a variety of financial
positions at Hewlett-Packard Company from 1980 to 1984.
Ms. Bruner holds a B.A. in economics from the University of
California, Los Angeles and an M.B.A. from Santa Clara
University.
Gail S. Page has been Chief Executive Officer and a
Director since December 2005. She joined us in January 2004 as
President of Ciphergens Diagnostic Division and an
Executive Vice President of Ciphergen Biosystems, Inc., and was
promoted to President and Chief Operating Officer of Ciphergen
Biosystems, Inc. in August 2005. From October 2000 to January
2003, she was Executive Vice President and Chief Operating
Officer of Luminex Corporation. From 1988 to 2000, she held
various senior level management positions with Laboratory
Corporation of America (LabCorp). In 1993, she was
named Senior Vice President, Office of Science and Technology at
LabCorp, responsible for the management of scientific affairs in
addition to the diagnostics business segment. Additionally, from
1995 to 1997, she headed the Cytology and Pathology Services
business unit for LabCorp. From 1988 to 2000, she was a member
of the Scientific Advisory Board and served as its chairman from
1993 to 1997. Prior to her years at LabCorp and its predecessor,
Roche Biomedical, she worked in various functions in the
academic and diagnostic industry. She received her Medical
Technology degree in 1976 from the University of Florida in
combination with an A.S. in cardiopulmonary technology.
Board
Meetings and Committees
The Board of Directors held a total of 9 meetings during the
fiscal year ended December 31, 2005. Throughout fiscal year
2006, all directors attended greater than 75% of the aggregate
of all meetings of the Board of Directors and the committees of
the Board upon which such directors served. The Board of
Directors has a standing Audit Committee, Compensation
Committee, and Nominating and Governance Committee. The charters
of these committees are available in the Corporate Governance
section on the Companys website (www.ciphergen.com).
Audit
Committee
The Audit Committee is chaired by Judy Bruner and also includes
James Burns and Michael J. Callaghan each of whom is an
independent director as that term is defined under
Rule 10A-3(b)(1)
of the Exchange Act and in
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accordance with the current Nasdaq Stock Markets director
independence and listing standards. The Board has determined
that Ms. Bruner qualifies as an audit committee
financial expert as defined under Item 401(h) of
Regulation S-K.
The Committee is responsible for assuring the integrity of our
financial controls, audit and reporting functions. It reviews
with our management and our independent registered public
accounting firm the effectiveness of our financial controls,
accounting and reporting practices and procedures. In addition,
the Audit Committee reviews the qualifications of our
independent registered public accounting firm, makes
recommendations to the Board of Directors regarding the
selection of our independent registered public accounting firm,
and reviews the scope, fees and results of activities related to
audit and non-audit services. The Audit Committee held 7
meetings during fiscal 2006, including six meetings with
representatives of the independent registered public accounting
firm in attendance.
Compensation
Committee
The Compensation Committee is chaired by Kenneth J. Conway and
also includes Michael J. Callaghan and John A. Young, each of
whom is an independent director as defined under
Rule 10A-3(b)(1)
of the Exchange Act and in accordance with the current Nasdaq
Stock Markets director independence and listing standards.
Its principal responsibility is to administer our stock plans
and to set the salaries and incentive compensation, including
stock option grants, for the Companys President and Chief
Executive Officer and senior executive officers. The
Compensation Committee held three meetings during fiscal 2006. A
report of the Compensation Committee is included later in this
Form 10-K
report. The Compensation Comittees charter is available
within the Companys website at www.Ciphergen.com.
Nominating
and Governance Committee
The Nominating and Governance Committee is chaired by John A.
Young and also includes Rajen K. Dalal and James L. Rathmann,
each of whom is an independent director as defined
under
Rule 10A-3(b)(1)
of the Exchange Act and in accordance with the current Nasdaq
Stock Markets director independence and listing standards.
The Board has adopted a written charter for the Nominating and
Governance Committee. The responsibilities of the Nominating and
Governance Committee include developing a Board of Directors
capable of advising the Companys management in fields
related to current or future business directions of the Company,
and regularly reviewing issues and developments relating to
corporate governance issues and formulating and recommending
corporate governance standards to the Board of Directors. The
Nominating and Governance Committee held three meetings during
fiscal 2006.
The Committee approves all nominees for membership on the Board,
including the slate of director nominees to be proposed by the
Board to our stockholders for election or any director nominees
to be elected or appointed by the Board to fill interim director
vacancies on the Board.
In addition, the Committee appoints directors to committees of
the Board and suggests rotation for chairpersons of committees
of the Board as it deems desirable from time to time; and it
evaluates and recommends to the Board the termination of
membership of individual directors in accordance with the
Boards corporate governance principles, for cause or other
appropriate reasons (including, without limitation, as a result
of changes in directors employment or employment status).
We have in the past used, and the Committee intends in the
future to use, an executive recruiting firm to assist in the
identification and evaluation of qualified candidates to join
the Board; for these services, the executive recruiting firm is
paid a fee. Director nominees are expected to have considerable
management experience that would be relevant to our current and
expected future business directions, a track record of
accomplishment and a commitment to ethical business practices.
The Committee assists the Board in identifying qualified persons
to serve as directors of the Company. The Committee evaluates
all proposed director nominees, evaluates incumbent directors
before recommending re-nomination, and recommends all approved
candidates to the Board for appointment or nomination to Company
stockholders. The Committee selects as candidates to the Board
for appointment or nomination individuals of high personal and
professional integrity and ability who can contribute to the
Boards effectiveness in serving the interests of the
Companys stockholders.
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Stockholders
Communications
Stockholders of the Company may communicate directly with the
Board in writing, addressed to:
Board of
Directors
c/o Corporate Secretary
Ciphergen Biosystems, Inc.
6611 Dumbarton Circle
Fremont, California 94555 U.S.A.
The Corporate Secretary will review each stockholder
communication. The Corporate Secretary will forward to the
entire Board (or to members of a Board committee, if the
communication relates to a subject matter clearly within that
committees area of responsibility) each communication that
(a) relates to the Companys business or governance,
(b) is not offensive and is legible in form and reasonably
understandable in content, and (c) does not merely relate
to a personal grievance against the Company or a team member or
to further a personal interest not shared by the other
stockholders generally.
The Committee has not established a procedure for considering
nominees for director nominated by the Companys
stockholders. The Board believes that our independent committee
can identify appropriate candidates to our Board. Stockholders
may nominate candidates for director in accordance with the
advance notice and other procedures contained in our Bylaws.
The Company encourages each of its directors to attend each
Annual Meeting of the Companys stockholders whenever
attendance does not unreasonably conflict with the
directors other business and personal commitments. Three
directors attended the 2006 Annual Meeting of Stockholders.
Compensation
Committee Interlocks and Insider Participation
None of our executive officers serves as a member of the board
of directors or compensation committee of any entity that has
one or more of its executive officers serving as a member of our
Board of Directors or Compensation Committee.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended requires our executive officers and directors, and
persons who own more than ten percent (10%) of a registered
class of our equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission
(the Commission) and the National Association of
Securities Dealers, Inc. Executive officers, directors and
greater than ten percent (10%) stockholders are required by
Commission regulation to furnish us with copies of all
Section 16(a) forms they file. We believe all of our
executive officers and directors complied with all applicable
filing requirements during the fiscal year ended
December 31, 2006.
ITEM 11. EXECUTIVE
COMPENSATION
COMPENSATION
COMMITTEE REPORT
Ciphergens executive compensation program for our named
executive officers (NEOs) is
administered by the Compensation Committee of the Board of
Directors (the Committee). The Committee has reviewed the
Compensation Discussion and Analysis and discussed that analysis
with management. Based on its review and discussions with
management, the Committee recommended to the Board that the
Compensation Discussion and Analysis be included in
Ciphergens Annual Report on
Form 10-K/A
for 2006.
This report is provided by the following independent directors,
who comprise the Committee:
Kenneth J. Conway, Chairman
Michael J. Callaghan
John A. Young
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COMPENSATION
DISCUSSION AND ANALYSIS
This section describes the compensation program for our NEOs. In
particular, this section focuses on our 2006 compensation
program and related decisions.
Executive
Officers in 2006
James P. Merryweather, Ph.D., 57, joined us in March
2005 as Executive Vice President, Pharmaceutical Corporate
Development and since December 2005 has served as Executive Vice
President, Sales and Marketing. Prior to joining Ciphergen,
Dr. Merryweather spent five years at Incyte Corporation,
most recently as Executive Vice President of Business
Development and Commercial Operations. Prior to joining Incyte,
he was at Millennium Pharmaceuticals as Vice President, Program
Management. Prior to joining Millennium, he spent 15 years
at Chiron Corporation in a variety of roles ranging from Senior
Scientist to Director of Project Management.
Dr. Merryweather has spent over 20 years in the
biotechnology industry in senior positions in research and
development, program management and business development.
Dr. Merryweather graduated with a B.S. in chemistry from
Northern Illinois University and a Ph.D. in biochemistry from
Washington State University. On January 11, 2007,
Dr. Merryweather resigned from the Company and is currently
consulting for us.
Gail S. Page, 51, has been Chief Executive Officer and a
Director since December 2005. She joined us in January 2004 as
President of Ciphergens Diagnostic Division and an
Executive Vice President of Ciphergen Biosystems, Inc., and was
promoted to President and Chief Operating Officer of Ciphergen
Biosystems, Inc. in August 2005. From October 2000 to January
2003, she was Executive Vice President and Chief Operating
Officer of Luminex Corporation. From 1988 to 2000, she held
various senior level management positions with Laboratory
Corporation of America (LabCorp). In 1993, she was
named Senior Vice President, Office of Science and Technology at
LabCorp, responsible for the management of scientific affairs in
addition to the diagnostics business segment. Additionally, from
1995 to 1997, she headed the Cytology and Pathology Services
business unit for LabCorp. From 1988 to 2000, she was a member
of the Scientific Advisory Board and chaired the committee from
1993 to 1997. Prior to her years at LabCorp and its predecessor,
Roche Biomedical, she worked in various functions in the
academic and diagnostic industry. She received her Medical
Technology degree in 1976 from the University of Florida in
combination with an A.S. in cardiopulmonary technology.
William C. Sullivan, 59, joined us in February 2004, as
Vice President, Diagnostics Operations and in January 2006 he
assumed the position of Vice President, Operations.
Mr. Sullivan has spent over 25 years in the
diagnostics industry, covering all aspects of clinical
laboratory operations and diagnostic manufacturing, including
quality systems, product development, technical transfer,
customer support and operations management. From 2001 until he
joined us, Mr. Sullivan was a medical device consultant
since 2001. From 1999 to 2001, he was Vice President, Diagnostic
Manufacturing at Visible Genetics, Inc. and from 1998 to 1999 he
was Vice President, Operations at Nichols Institute Diagnostics
(a subsidiary of Quest Diagnostics). Prior to joining Nichols,
he was Vice President, Operations at Dianet Med from 1997 to
1998. From 1989 to 1997, Mr. Sullivan served at Laboratory
Corporation of America (or its predecessor Roche Biomedical) in
a succession of positions covering manufacturing operations.
Mr. Sullivan received a B.A. degree from the College of the
Holy Cross and subsequently attended graduate school at the
University of Pennsylvania. He is certified as a Specialist in
Immunology by the American Society for Clinical Pathology.
Debra A. Young, 41, joined the Company as its Chief
Financial Officer on November 2, 2006 from ViOptix, Inc.,
where she served as CFO since 2004. Prior to her service at
ViOptix, Ms Young was Chief Financial Officer of the Nuclear
Medicine Division of Philips Electronics, a $500 million
business. Before her promotion to Chief Financial Officer, she
served as Vice President Controller for the Nuclear Medicine
Division of Philips, formerly ADAC Laboratories, Inc.
Ms. Young has also held positions at Somnus Medical
Technologies, Inc. and Ernst & Young LLP.
Compensation
Philosophy and Objectives
The goal of the Companys named executive officer
compensation program is the same for the overall
Company to foster compensation policies and
practices that attract, engage, and motivate high caliber talent
by offering a competitive pay and benefits program. The Company
is committed to a total compensation philosophy
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and structure that provides flexibility in responding to market
factors, that rewards and recognizes superior performance, that
attracts highly skilled, experienced and capable employees, and
that is fair and fiscally responsible.
Elements
of Executive Compensation Program
The essential elements of the companys compensation
program include the following:
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Overall average base salaries targeted at the
50th percentile of the companies with whom we compete for
labor talent.
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Overall average base compensation at a higher target for
superior performers.
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A benefits package that meets personal needs and is equal to or
better than those with whom we compete for talent.
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Monetary and non-monetary incentive plans that motivate
employees toward achieving and exceeding our business goals.
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The specific elements of compensation for our NEOs are salary,
annual bonus and equity incentive compensation.
Performance
to be Rewarded
The Committee has designed and implemented compensation programs
for named executives to reward them for sustaining our financial
and operating performance and leadership excellence, to align
their interests with those of our shareowners and to encourage
them to remain with the company for long and productive careers.
Most of our compensation elements simultaneously fulfill one or
more performance, alignment and/or retention objectives.
Base salary and annual bonus are designed to reward annual
achievements and be commensurate with the executives scope
of responsibilities, demonstrated leadership abilities, and
management experience and effectiveness. Our other elements of
compensation focus on motivating and challenging the executive
to achieve superior, longer-term, sustained results.
Method
for Determining Amounts
In deciding on the type and amount of compensation for each
executive, the Committee seeks to align the interests of the
NEOs with those of our shareholders. In making compensation
decisions, the Committee reviews the performance of the company
and carefully evaluates an executives performance during
the year against established goals, leadership qualities,
operational performance, business responsibilities, career with
the company, current compensation arrangements and long-term
potential to enhance shareowner value. The types and relative
importance of specific financial and other business objectives
vary among the companys NEOs depending on their positions
and the particular operations or functions for which they are
responsible.
The Committee does not adhere to rigid formulas when determining
the amount and mix of compensation elements. Compensation
elements for each executive are reviewed in a manner that
optimizes the executives contribution to the company, and
that takes into account an evaluation of the compensation paid
by our competitors. The executive compensation program is
designed to be flexible in order to respond to an evolving
business environment. The Committee formal and informal
compensation surveys of companies of similar size and market
segment with which the Company competes to benchmark
compensation of NEOs.
The Committee reviews both current pay and the opportunity for
future compensation to achieve an appropriate mix between equity
incentive awards and cash payments in order to meet our
objectives. However, prior stock compensation gains are not
considered in setting future compensation levels. The mix of
compensation elements is designed to reward recent results and
motivate long-term performance through a combination of cash and
equity incentive awards. During 2006, the Committee received
general information about executive compensation from a contract
human resources consultant (the Human Resources
Consultant).
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The Committee has primary responsibility for assisting the Board
in developing and evaluating potential candidates for executive
positions, including the CEO. As part of this responsibility,
the Committee oversees the design, development and
implementation of the compensation program for the CEO and the
other named executives. The Committee evaluates the performance
of the CEO and determines CEO compensation in light of the goals
and objectives of the compensation program. The CEO (with the
assistance of the Human Resources Consultant) and the Committee
assess the performance of the other named executives and
determine their compensation, based on initial recommendations
from the CEO. Other that the general Human Resources Consultant,
neither the company nor the Committee has any contractual
arrangement with any compensation consultant who has a role in
determining or recommending the amount or form of senior
executive or director compensation.
The Committee annually reviews and approves stock option grants
for the Chief Executive Officer and other NEOs. Grants are based
on individual contribution and performance in achieving company
business objectives, as well as overall Company performance.
Individual grants also take into account the positions and
particular operations or functions for which the NEO is
responsible.
Stock option grants for NEOs adhere to the same procedural
policies as stock option grants for all employees of the
Company, as established by the Board of Directors of the
Company. The exercise price is the current price of the
companys common stock on the day the grant is approved by
the Board of Directors. Stock option grants vest over a four
year period and the options expire 10 years from the date
the Board of Directors grants the options.
The Chief Executive Officer and other NEOs receive stock option
grants at time of hire, and annually thereafter, as recommended
by the Committee to the Board of Directors of the Company.
Amounts are determined by comparing the level of equity-based
compensation is awarded to executives of competing companies,
along with consideration for attracting, retaining and
motivating the executive officers. The Company does not maintain
specific stock ownership guidelines, and does not currently have
a policy for recovering awards or payments if the Company is
required to restate corporate financials.
Impact of
Tax and Accounting
Section 162(m) of the Internal Revenue Code generally
prohibits any publicly held company from taking a federal income
tax deduction for compensation paid in excess of $1 million
in any taxable year to the chief executive officer and the next
four highest compensated officers. Exceptions are made for
qualified performance-based compensation. It is the
Committees policy to maximize the effectiveness of our
executive compensation in this regard.
Employment
Agreements
The Chief Executive Officer and the Chief Financial Officer have
current employment agreements which also contain severance and
change of control provisions. All other named executives do not
have employment, severance or
change-of-control
agreements. Our named executives serve at the will of the Board,
which allows the Board to exercise discretion regarding their
service of employment.
The Committee has primary responsibility for assisting the Board
in developing and evaluating potential candidates for executive
positions, including the CEO. As part of this responsibility,
the Committee oversees the design, development and
implementation of the compensation program for the CEO and the
other named executives. The Committee evaluates the performance
of the CEO and determines CEO compensation in light of the goals
and objectives of the compensation program. The CEO (with the
assistance of the Human Resources Consultant) and the Committee
assess the performance of the other named executives and
determine their compensation, based on initial recommendations
from the CEO. Other than the Human Resources Consultant, neither
the company nor the Committee has any contractual arrangement
with any compensation consultant who has a role in determining
or recommending the amount or form of senior executive or
director compensation.
The Committee annually reviews and approves stock option grants
for the Chief Executive Officer and other NEOs. Grants are based
on individual contribution and performance in achieving company
business objectives, as
7
well as overall Company performance. Individual grants also take
into account the positions and particular operations or
functions for which the NEO is responsible.
Stock option grants for NEOs adhere to the same procedural
policies as stock option grants for all employees of the
Company, as established by the Board of Directors of the
Company. The exercise price is the current price of the
companys common stock on the day the grant is approved by
the Board of Directors. Stock option grants vest over a four
year period and the options expire 10 years from the date
the Board of Directors grants the options.
The Chief Executive Officer and other NEOs receive stock option
grants at time of hire, and annually thereafter, as recommended
by the Committee to the Board of Directors of the Company.
Amounts are determined by comparing the level of equity-based
compensation is awarded to executives of competing companies,
along with consideration for attracting, retaining and
motivating the executive officers. The Company does not maintain
specific stock ownership guidelines, and does not currently have
a policy for recovering awards or payments if the Company is
required to restate corporate financials.
Impact of
Tax and Accounting
Section 162(m) of the Internal Revenue Code generally
prohibits any publicly held company from taking a federal income
tax deduction for compensation paid in excess of $1 million
in any taxable year to the chief executive officer and the next
four highest compensated officers. Exceptions are made for
qualified performance-based compensation. It is the
Committees policy to maximize the effectiveness of our
executive compensation in this regard.
Employment
Agreements
The Chief Executive Officer and the Chief Financial Officer have
current employment agreements which also contain severance and
change of control provisions. All other named executives do not
have employment, severance or
change-of-control
agreements. Our named executives serve at the will of the Board,
which allows the Board to exercise discretion regarding their
service of employment.
Compensation
for the Named Executives in 2006
The specific compensation decisions made for each of the named
executives for 2006 reflect the performance of the company
against key financial, strategic and operational goals for the
year.
Gail Page was appointed President & Chief Executive
Officer, effective December 31, 2005, with an annual base
salary of $350,000. No increase in Ms. Pages base
salary was implemented in 2006. James Merryweather was hired as
Sr. Vice President, Sales & Marketing on
January 15, 2005. No increase in
Mr. Merryweathers base salary was implemented in
2006. William Sullivan, Vice President, Corporate Operations
received a salary increase of $20,400 per year, effective
March 1, 2006. Debra Young was hired as VP,
Finance & Chief Financial Officer on November 2,
2006. No salary increase was implemented for Ms. Young
during 2006. On April 27, 2007 the Committee met and
increased base salaries as noted below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2006
Base
|
|
|
12/31/2007
|
|
Named Executive Officer
|
|
Title
|
|
Salary
|
|
|
Base Salary
|
|
|
Gail Page
|
|
President & CEO
|
|
$
|
350,000
|
|
|
$
|
364,000
|
|
James Merryweather
|
|
Sr. VP, Sales & Marketing
|
|
$
|
245,000
|
|
|
|
*
|
|
William Sullivan
|
|
VP, Corporate Operations
|
|
$
|
218,000
|
|
|
$
|
224,500
|
|
Debra Young
|
|
VP, Finance & CFO
|
|
$
|
220,000
|
|
|
$
|
255,500
|
|
|
|
|
* |
|
Dr Merryweather resigned from the Company in January 2007. |
8
The Committee recommended and the Board of Directors approved
the following named executive 2006 Management Incentive Bonuses
which were paid in 2007:
|
|
|
|
|
|
|
Named Executive Officer
|
|
Title
|
|
2006 Management Incentive Bonus
|
|
|
Gail Page
|
|
President & CEO
|
|
$
|
140,000
|
|
James Merryweather
|
|
Sr. VP, Sales & Marketing
|
|
$
|
58,800
|
|
William Sullivan
|
|
VP, Corporate Operations
|
|
$
|
34,900
|
|
Debra Young
|
|
VP, Finance & CFO
|
|
$
|
7,300
|
|
Due to certain business circumstances occurring in 2006, the
Committee also recommended and the Board of Directors of the
Company approved a one time $50,000 bonus to be awarded to the
Chief Executive Officer and retention bonuses be awarded to the
other NEOs. The Retention Bonus Agreements were implemented to
enhance the financial incentive and encouragement for select
executives to remain with the company through June 7, 2007.
The bonus amounts were distributed to the participants upon
execution of the Agreements in 2006.
|
|
|
|
|
|
|
Named Executive Officer
|
|
Title
|
|
2006 Retention Bonus
|
|
|
Gail Page
|
|
President & CEO
|
|
$
|
50,000
|
|
James Merryweather
|
|
Sr. VP, Sales & Marketing
|
|
$
|
50,000
|
|
William Sullivan
|
|
VP, Corporate Operations
|
|
$
|
50.000
|
|
In 2006, the Committee recommended and the Board of Directors of
the Company approved three classes of stock option grants:
(1) on-going incentive stock option grants (Page,
Merryweather and Sullivan); (2) new-hire stock option
grants (Young); and, (3) retention based stock option
grants (Page, Merryweather and Sullivan).
The 2006 On-Going Incentive Stock Option Grants to NEOs were
based on individual contribution and performance in achieving
company business objectives, as well as overall Company
performance. The on-going incentive stock option grant program
for NEOs was the same as for employees of overall company.
On-going incentive stock option grants had a grant date of
June 7, 2006, (the date the grant was approved by the
Board), at an option price of $1.20 (which represented the fair
value of the Companys shares on that date). The options
vest over a four year period, with 1/48 of the total number of
options granted vesting each full month of employment of the
NEO. On April 27, 2007 the Committee met and approved stock
options grants to NEOs as noted below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Incentive
|
|
|
2007 Incentive
|
|
|
|
|
|
Stock Option Grants
|
|
|
Stock Option
|
|
Named Executive Officer
|
|
Title
|
|
(NEOs)
|
|
|
Grants
|
|
|
Gail Page
|
|
President & CEO
|
|
|
125,000
|
|
|
|
360,000
|
|
James Merryweather
|
|
Sr. VP, Sales & Marketing
|
|
|
25,000
|
|
|
|
|
|
William Sullivan
|
|
VP, Corporate Operations
|
|
|
25,000
|
|
|
|
|
|
Debra Young
|
|
VP, Finance and CFO
|
|
|
|
|
|
|
100,000
|
|
Debra Young was hired on November 2, 2006, to become Vice
President, Finance & Chief Financial Officer. In 2006,
the Committee recommended and the Board of Directors of the
Company approved a new hire stock option grant in the amount of
125,000 options for Ms. Young. The options vest over a
four-year period: 25% on the one-year anniversary of employment
start date, and 1/36th of the remainder for each full month
of employment thereafter. The options will be valid over a
10-year
period from the date of grant, with option price set at the
current market price of our common stock on the date the Board
of Directors granted the option.
|
|
|
|
|
|
|
|
|
|
|
2006 New Hire Stock Option
|
|
Named Executive Officer
|
|
Title
|
|
Grants (NEOs)
|
|
|
Debra Young
|
|
VP, Finance & CFO
|
|
|
125,000 Options
|
|
Due to certain business circumstances occurring in 2006, the
Committee also recommended and the Board of Directors of the
Company approved Retention Stock Option Incentives be awarded to
the Chief Executive Officer and named executive officers. The
retention stock options had a grant date of June 7, 2006,
(the date the grant was
9
approved by the Board), at an option price of $1.20. The options
vest over a four year period, with 1/48 of the total number of
options granted vesting each full month of employment of the NEO.
|
|
|
|
|
|
|
|
|
|
|
2006 Retention
|
|
|
|
|
|
Stock Option Grants
|
|
Named Executive Officer
|
|
Title
|
|
(NEOs)
|
|
|
Gail Page
|
|
President & CEO
|
|
|
125,000
|
|
James Merryweather
|
|
Sr. VP, Sales & Marketing
|
|
|
75,000
|
|
William Sullivan
|
|
VP, Corporate Operations
|
|
|
50,000
|
|
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards(1)
|
|
|
Compensation
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Gail S. Page(2)
|
|
|
2006
|
|
|
$
|
363,970
|
|
|
$
|
190,000
|
|
|
$
|
367,045
|
|
|
$
|
27,113
|
(4)
|
|
$
|
948,129
|
|
President, Chief Executive Officer
and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debra A.Young(2)(3)
|
|
|
2006
|
|
|
$
|
35,833
|
|
|
$
|
7,333
|
|
|
$
|
7,551
|
|
|
$
|
|
|
|
$
|
50,717
|
|
Chief Financial Officer and Vice
President of Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Highest Paid Executives
(other than CEO and CFO) by Total Comp
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James P. Merryweather(2)
|
|
|
2006
|
|
|
$
|
245,000
|
|
|
$
|
99,612
|
|
|
$
|
125,183
|
|
|
$
|
|
|
|
$
|
469,795
|
|
Former Executive Vice President,
Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William C. Sullivan(2)
|
|
|
2006
|
|
|
$
|
214,600
|
|
|
$
|
75,000
|
|
|
$
|
42,135
|
|
|
$
|
|
|
|
$
|
331,735
|
|
Vice President, Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric T. Fung
|
|
|
2006
|
|
|
$
|
205,312
|
|
|
$
|
72,725
|
|
|
$
|
58,774
|
|
|
$
|
|
|
|
$
|
336,811
|
|
Vice President, Chief Scientific
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executives who left in 2006
whose Total Comp was more than any of above:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William E. Rich
|
|
|
2006
|
|
|
$
|
378,340
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
378,340
|
|
Former President, Chief Executive
Officer and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin L. Verhoef
|
|
|
2006
|
|
|
$
|
271,758
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
271,758
|
|
Former Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matthew J. Hogan
|
|
|
2006
|
|
|
$
|
210,547
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
210,547
|
|
Former Sr. Vice President and
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel M. Caserza
|
|
|
2006
|
|
|
$
|
96,415
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
96,415
|
|
Former Vice President and
Corporate Controller
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The amounts under Option Awards reflect the dollar amount
recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2006, in accordance with FAS
123(R) of awards and may include amounts from awards granted in
and prior to 2006. The assumptions and method for valuing stock
options are set forth in the footnotes to the December 31,
2006 Form 10K. |
|
(2) |
|
NEOs |
|
(3) |
|
Debra A. Young was hired on November 2, 2006. |
|
(4) |
|
Other compensation represents automobile lease and automobile
expenses. |
10
Employment
and Severance Agreements
We entered into an employment agreement, dated August 24,
2000, with William E. Rich, Ph.D., our former President and
Chief Executive Officer. The agreement provides that if his
employment terminates other than voluntarily or for
Cause or there is a Constructive
Termination, Dr. Rich will continue to receive his
salary and normal employee benefits for a period of
12 months. Additionally, his stock options will continue to
vest for 24 months. The agreement also provides that
immediately prior to any Change in Control in the
Company, the vesting schedule for his held options will be
accelerated by one year. Likewise, the agreement provides that
if the Company is acquired and within 12 months afterwards
Dr. Richs employment is terminated or constructively
terminated without cause, Dr. Rich will receive severance
pay and normal employee benefits for a period of 12 months
and all of the options granted to him will immediately vest.
On December 31, 2005, we entered into a retirement
agreement with William E. Rich, Ph.D., our former Chief
Executive Officer, whereby Dr. Rich will continue to
provide consulting services to the Company for one year
following his retirement. This retirement agreement superseded
Dr. Richs employment agreement dated August 24,
2000. In consideration for consulting services, Dr. Rich
will receive $30,000 per month during the term of the
consulting period, as well as health benefits, use of a company
car and reimbursement for costs of a cell phone. Additionally,
the vesting of stock options granted to Dr. Rich while he
was an employee was accelerated by two years, and all remaining
unvested options were canceled. Dr. Richs vested
options may be exercised up to one year following the end of his
consultancy period.
We entered into an employment agreement, dated January 15,
2005, with James P. Merryweather, Ph.D., Executive
President. The agreement provides that if his employment
terminates other than voluntarily or for Cause or
there is a Constructive Termination,
Dr. Merryweather will continue to receive his salary and
medical benefits for a period of 12 months. The agreement
also provides that if the Company is acquired and within
12 months afterwards Mr. Merryweathers
employment is terminated or constructively terminated without
cause, he will receive severance pay and medical benefits for a
period of 12 months and all of the options granted to him
will immediately vest.
The agreement provides that if his employment terminates other
than voluntarily or for Cause or there is a
Constructive Termination, Dr. Merryweather will
continue to receive his salary and medical benefits for a period
of 12 months. The agreement also provides that if the
Company is acquired and within 12 months afterwards
Mr. Merryweathers employment is terminated or
We entered into an employment agreement, dated December 31,
2005, with Gail S. Page, President and Chief Executive Officer
and Director. The agreement provides that if her employment
terminates other than voluntarily or for Cause or
there is a Constructive Termination, Ms. Page
will continue to receive her salary and medical benefits for a
period of 12 months. The agreement also provides that if
the Company is acquired and within 12 months afterwards
Ms. Pages employment is terminated or constructively
terminated without cause, she will receive severance pay of her
current salary ($364,000 in 2007) and medical benefits for a
period of 12 months and all of the options granted to her
will immediately vest.
On February 2, 2006, we entered into a severance and
release agreement with Martin L. Verhoef, our former Executive
Vice President, whereby Mr. Verhoef will continue to
receive $21,667 per month plus health benefits for
12 months following the termination of his employment and
effective December 30, 2005. The period during which
Mr. Verhoefs vested stock options as of his
termination date may be exercised was extended to June 30,
2006. Mr. Verhoefs employment agreement dated
January 8, 2004 was also terminated effective as of
December 30, 2005.
We entered into a consulting agreement, dated March 22,
2006, with Matthew J. Hogan, formerly Senior Vice President and
Chief Financial Officer, whereby Mr. Hogan will continue to
provide consulting services to the Company three days per week
for up to six months following his resignation, agree not to
compete with the Company or solicit the services of the
Companys employees, and execute a general release of
claims in favor of the Company. In consideration, Mr. Hogan
will continue to receive compensation at his current base rate
of pay during the term of the consulting period.
Mr. Hogans base salary is $20,417 per month.
Stock options granted to Mr. Hogan while he was an employee
will continue to vest while he serves as a consultant.
11
On January 5, 2007, we entered into a consulting agreement,
dated January 5,2007 with James P.
Merryweather, Ph.D., formerly Executive President whereby
Dr. Merryweather will continue to provide consulting
services to the Company to the Company two days per week for up
to six months following his resignation, agree not to compete
with the Company or solicit the services of the Companys
employees, and execute a general release of claims in favor of
the Company, for six months following his resignation. This
consulting agreement supersedes Dr. Merryweathers
employment agreement dated January 15, 2005. In
consideration for consulting services, Dr. Merryweather
will receive $20,417 per month during the term of the
consulting period.
Summary Table. The following table sets forth,
for each of Ciphergens equity-based compensation plans,
the number of shares of Ciphergen common stock subject to
outstanding options and rights, the weighted-average exercise
price of outstanding options, and the number of shares available
for future award grants as of December 31, 2006.
Grants of
Plan Based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
Exercise
|
|
|
Date
|
|
|
Repriced or
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
Estimated Future Payouts
|
|
|
Number of
|
|
|
Number of
|
|
|
or Base
|
|
|
Fair
|
|
|
Materially
|
|
|
|
|
|
|
Under Non-Equity
|
|
|
Under Equity
|
|
|
Shares of
|
|
|
Securities
|
|
|
Price of
|
|
|
Value of
|
|
|
Modified
|
|
|
|
|
|
|
Incentive Plan Awards
|
|
|
Incentive Plan Awards
|
|
|
Stock or
|
|
|
Underlying
|
|
|
Option
|
|
|
Option
|
|
|
Options
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
|
|
and SARs
|
|
Name
|
|
Date
|
|
|
($)(1)
|
|
|
($)
|
|
|
($)(1)
|
|
|
(#)(2)
|
|
|
(#)(2)
|
|
|
(#)(2)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($/Sh)(3)
|
|
|
($/Sh)
|
|
|
Gail S. Page(1)
|
|
|
2006
|
|
|
|
|
|
|
$
|
175,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
|
|
|
$
|
1.20
|
|
|
$
|
453,000
|
|
|
|
|
|
President, Chief Executive Officer
and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debra A. Young(2)
|
|
|
2006
|
|
|
|
|
|
|
$
|
55,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,000
|
|
|
|
|
|
|
$
|
1.01
|
|
|
$
|
106,375
|
|
|
|
|
|
Chief Financial Officer and Vice
President of Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Highest Paid
Executives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James P. Merryweather
|
|
|
2006
|
|
|
|
|
|
|
$
|
73,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
$
|
1.20
|
|
|
$
|
181,200
|
|
|
|
|
|
Former Executive Vice President,
Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William C. Sullivan
|
|
|
2006
|
|
|
|
|
|
|
$
|
43,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
|
|
|
|
|
$
|
1.20
|
|
|
$
|
135,300
|
|
|
|
|
|
Vice President, Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric T. Fung
|
|
|
2006
|
|
|
|
|
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
|
|
|
|
|
$
|
1.20
|
|
|
$
|
135,300
|
|
|
|
|
|
Vice President, Chief Scientific
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Target Bonus is based on a percentage of annual base salary
and was reviewed by the Compensation Committee prior to payout
in 2007 and prorated based on Company performance and time of
service. |
|
(2) |
|
The Company has no equity based incentive award program. |
|
(3) |
|
The amounts under Option Awards reflect the dollar amount
recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2006, in accordance with
FAS 123(R) of awards and may include amounts from awards
granted in and prior to 2006. The assumptions and method for
valuing stock options are set forth in the footnotes to the
December 31, 2006
Form 10-K. |
12
Equity
Compensation Plan Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of
|
|
|
|
Number of Shares
|
|
|
|
|
|
Common Stock Remaining
|
|
|
|
of Common Stock to
|
|
|
|
|
|
Available for Future
|
|
|
|
be Issued Upon
|
|
|
|
|
|
Issuance Under Equity
|
|
|
|
Exercise of
|
|
|
Weighted-Average
|
|
|
Compensation Plans
|
|
|
|
Outstanding
|
|
|
Exercise Price of
|
|
|
(Excluding Shares
|
|
|
|
Options
|
|
|
Outstanding Options
|
|
|
Reflected
|
|
Plan Category
|
|
and Rights
|
|
|
and Rights
|
|
|
in the First Column)
|
|
|
Equity compensation plans approved
by security holders
|
|
|
4,794,739
|
(1)
|
|
$
|
3.59
|
(2)
|
|
|
2,900,176
|
|
Equity compensation plans not
approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
4,794,739
|
|
|
$
|
3.59
|
|
|
|
2,900,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes outstanding stock options for 421,820 shares under
the 1993 Plan and 4,343,995 shares under the 2000 Plan.
Also includes 28,924 shares after giving effect to
estimated purchases under the ESPP for the purchase period that
will end on May 1, 2007 based on participant contributions
through December 31, 2006. |
|
(2) |
|
December 31, 2006 Weighted Average Exercise Price for
shares outstanding is $3.61. Including the 28,924 estimated ESPP
shares for the purchase period that will end on May 1, 2007
based on participant contributions through December 31,
2006, with an estimated per share price of $0.89 (based upon
November 1, 2006 close price of $1.05 multiplied by 85%),
the adjusted weighted average becomes 3.59. |
|
(3) |
|
Includes 2,413,303 shares for the 2000 Plan. On January 1
of each year during the term of the 2000 Plan, the total number
of shares available for award purposes under the 2000 Plan will
increase by the lesser of (i) 2,150,000 shares,
(ii) 5% of the outstanding shares of common stock on the
last day of the immediately preceding fiscal year, or
(iii) an amount determined by the Board. The aggregate
number of shares available for issuance under the 2000 Plan
increased by 1,300,000 shares on January 1, 2006. Also
includes 170,000 shares made available for sale under the
ESPP. On January 1 of each year during the term of the ESPP, the
total number of shares available for sale under the ESPP will
increase by the lesser of (i) 430,000 shares,
(ii) 1% of the outstanding shares of common stock on the
last day of the immediately preceding fiscal year, or
(iii) an amount determined by the Board. |
13
The following table provides information with respect to the
outstanding stock options for the named executive officers as of
December 31,2006.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END FOR 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Shares or
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
|
Unexercised
|
|
|
Unexercisable
|
|
|
Option
|
|
|
|
|
|
Stock That
|
|
|
Stock That
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Option
|
|
|
Have not
|
|
|
Have not
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercised
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
(#)
|
|
|
Gail S. Page
|
|
|
21,574
|
|
|
|
21,574
|
|
|
$
|
9.27
|
|
|
|
1/5/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
|
125,000
|
|
|
|
125,000
|
|
|
$
|
2.19
|
|
|
|
8/3/2015
|
|
|
|
41,667
|
|
|
$
|
|
|
|
|
|
36,528
|
|
|
|
36,528
|
|
|
$
|
9.27
|
|
|
|
1/5/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
|
125,000
|
|
|
|
125,000
|
|
|
$
|
1.20
|
|
|
|
6/4/2016
|
|
|
|
109,375
|
|
|
$
|
|
|
|
|
|
125,000
|
|
|
|
125,000
|
|
|
$
|
1.20
|
|
|
|
6/4/2016
|
|
|
|
109,375
|
|
|
$
|
|
|
|
|
|
191,898
|
|
|
|
191,898
|
|
|
$
|
9.27
|
|
|
|
1/5/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
|
100,000
|
|
|
|
100,000
|
|
|
$
|
2.96
|
|
|
|
2/7/2015
|
|
|
|
8,333
|
|
|
$
|
|
|
|
|
|
400,000
|
|
|
|
400,000
|
|
|
$
|
0.90
|
|
|
|
12/18/2015
|
|
|
|
299,997
|
|
|
$
|
|
|
Debra A.Young
|
|
|
125,000
|
|
|
|
125,000
|
|
|
$
|
1.01
|
|
|
|
10/30/2016
|
|
|
|
125,000
|
|
|
$
|
|
|
William C. Sullivan
|
|
|
1,000
|
|
|
|
1,000
|
|
|
$
|
3.70
|
|
|
|
9/14/2014
|
|
|
|
750
|
|
|
$
|
|
|
|
|
|
4,000
|
|
|
|
4,000
|
|
|
$
|
3.70
|
|
|
|
9/14/2014
|
|
|
|
2,000
|
|
|
$
|
|
|
|
|
|
23,337
|
|
|
|
23,337
|
|
|
$
|
8.53
|
|
|
|
2/16/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
|
5,338
|
|
|
|
5,338
|
|
|
$
|
1.80
|
|
|
|
4/4/2015
|
|
|
|
5,336
|
|
|
$
|
|
|
|
|
|
14,662
|
|
|
|
14,662
|
|
|
$
|
1.80
|
|
|
|
4/4/2015
|
|
|
|
7,998
|
|
|
$
|
|
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
$
|
2.19
|
|
|
|
8/3/2015
|
|
|
|
3,334
|
|
|
$
|
|
|
|
|
|
38,169
|
|
|
|
38,169
|
|
|
$
|
8.53
|
|
|
|
2/16/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
$
|
1.20
|
|
|
|
6/4/2016
|
|
|
|
21,875
|
|
|
$
|
|
|
|
|
|
50,000
|
|
|
|
50,000
|
|
|
$
|
1.20
|
|
|
|
6/4/2016
|
|
|
|
43,750
|
|
|
$
|
|
|
|
|
|
28,494
|
|
|
|
28,494
|
|
|
$
|
8.53
|
|
|
|
2/16/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
|
7,500
|
|
|
|
7,500
|
|
|
$
|
0.90
|
|
|
|
12/18/2015
|
|
|
|
3,749
|
|
|
$
|
|
|
James P. Weatherweather
|
|
|
160,000
|
|
|
|
61,333.00
|
|
|
$
|
2.85
|
|
|
|
3/9/2015
|
|
|
|
98,567
|
|
|
$
|
|
|
|
|
|
22,333
|
|
|
|
3,125.00
|
|
|
$
|
1.20
|
|
|
|
6/6/2016
|
|
|
|
19,208
|
|
|
$
|
|
|
|
|
|
11,999
|
|
|
|
468.00
|
|
|
$
|
1.20
|
|
|
|
6/6/2016
|
|
|
|
11,541
|
|
|
$
|
|
|
|
|
|
63,001
|
|
|
|
8,917.00
|
|
|
$
|
1.20
|
|
|
|
6/6/2016
|
|
|
|
54,084
|
|
|
$
|
|
|
|
|
|
2,667
|
|
|
|
0.00
|
|
|
$
|
1.20
|
|
|
|
6/6/2016
|
|
|
|
2,667
|
|
|
$
|
|
|
|
|
|
10,000
|
|
|
|
5,000.00
|
|
|
$
|
0.90
|
|
|
|
12/19/2015
|
|
|
|
5,000
|
|
|
$
|
|
|
Totals
|
|
|
1,727,500
|
|
|
|
1,536,333
|
|
|
|
|
|
|
|
|
|
|
|
971,103
|
|
|
$
|
|
|
STOCK
OPTION EXERCISES
There were no stock option exercises by NEOs in 2006.
Director
Compensation
During 2002, the Board of Directors approved a compensation
system for outside directors and in 2003 this compensation
system was revised. Pursuant to this system, each new outside
director shall be granted, on the date of the first meeting of
the Board he or she attends, an option to purchase
25,000 shares of Common Stock, vesting monthly over a
24-month
period. Each continuing outside director shall be granted an
annual option, on the date of
14
each Annual Meeting of Stockholders, to purchase
12,500 shares of our Common Stock, vesting monthly over a
12-month
period. In addition, each outside director also receives, at the
outside directors choice, either: (i) payment in the
amount of $5,000 paid quarterly as long as such person continues
to act as a director, or (ii) an additional option to
purchase a number of additional whole shares of Common Stock,
which are determined by the Company to have a Black-Scholes
valuation on the date of grant approximately equal to $20,000.
Also, on the date of each Annual Meeting of Stockholders, the
Chairman of the Board will receive an annual grant of an option
to purchase 10,000 shares of our Common Stock, vesting
monthly over a
12-month
period. During fiscal 2005, the Board of Directors also created
a new director position entitled Executive Chairman
in order to assist in the transition of our management team.
James L. Rathmann was appointed to serve in this position and
received a one-time stock option grant for 150,000 shares,
which vests monthly over 24 months. The Chairman of the
Audit Committee receives an additional option to purchase
5,000 shares of our Common Stock, vesting monthly over a
12-month
period and the Chairmen of the Compensation Committee and the
Nominating and Governance Committee, if different from the
Chairman of the Board, each receive an additional option to
purchase 2,500 shares of our Common Stock, vesting monthly
over a
12-month
period.
The Company reimburses its directors who are not officers or
employees for expenses incurred in attending any Board of
Directors or committee meeting. Directors who are also the
Companys officers or employees are not compensated for
attending Board of Directors or committee meetings.
Employee directors who meet the eligibility requirements may
participate in the Companys 2000 Employee Stock Purchase
Plan.
DIRECTOR
COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-equity
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Nonqualified
|
|
|
All
|
|
|
|
|
|
|
or Paid
|
|
|
Stock
|
|
|
|
|
|
Plan
|
|
|
Deferred
|
|
|
Other
|
|
|
|
|
|
|
in Cash
|
|
|
Awards
|
|
|
Option
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
(1)
|
|
|
Awards
|
|
|
($)
|
|
|
Earnings
|
|
|
($)
|
|
|
($)
|
|
|
Judy Bruner
|
|
$
|
20,000
|
|
|
|
|
|
|
$
|
64,326.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
84,326
|
|
John A. Young
|
|
|
|
|
|
|
|
|
|
$
|
59,796.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
59,796
|
|
Michael J. Callaghan
|
|
|
|
|
|
|
|
|
|
$
|
55,266.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
55,266
|
|
Rajen K. Dalai
|
|
|
|
|
|
|
|
|
|
$
|
59,796.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
59,796
|
|
James S. Burns
|
|
|
|
|
|
|
|
|
|
$
|
55,266.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
55,266
|
|
James L Rathmann
|
|
|
|
|
|
|
|
|
|
$
|
73,386.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
73,386
|
|
Kenneth J. Conway
|
|
|
|
|
|
|
|
|
|
$
|
55,266.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
55,266
|
|
Wendell Wierenga
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
The amounts under Option Awards reflect the dollar amount
recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2006, in accordance with
FAS 123(R) of awards and may include amounts from awards
granted in and prior to 2006. The assumptions and method for
valuing stock options are set forth in the footnotes to the
December 31, 2006 Form 10K. |
15
|
|
ITEM 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
|
|
|
|
|
|
|
|
|
% STOCKHOLDERS, DIRECTORS,
NOMINEES FOR DIRECTOR AND NAMED EXECUTIVE OFFICERS
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial
Holder
|
|
|
|
|
|
|
|
|
Quest Diagnostics Incorporated(2)
|
|
|
7,808,816
|
|
|
|
19.9
|
%
|
1290 Wall Street West
Lyndhurst, NJ 07071
|
|
|
|
|
|
|
|
|
Wellington Management Company, LLP
|
|
|
3,175,325
|
|
|
|
8.1
|
%
|
75 State Street
Boston, MA 02109
|
|
|
|
|
|
|
|
|
BioRad Inc.
|
|
|
3,086,420
|
|
|
|
7.8
|
%
|
Name and Address of Beneficial
Owner
|
|
|
|
|
|
|
|
|
James L. Rathmann(3)
|
|
|
2,896,443
|
|
|
|
7.4
|
%
|
Falcon Technology Partners
|
|
|
2,235,431
|
|
|
|
5.7
|
%
|
600 Dorset Road
Devon, PA 19333
|
|
|
|
|
|
|
|
|
Gail S. Page(4)
|
|
|
702,082
|
|
|
|
1.8
|
%
|
John A. Young(5)
|
|
|
412,540
|
|
|
|
1.0
|
%
|
167 S. San Antonio
Road, Suite 7
Los Altos, CA
94022-3055
|
|
|
|
|
|
|
|
|
Michael J. Callaghan(6)
|
|
|
154,200
|
|
|
|
*
|
|
William C. Sullivan(7)
|
|
|
134,955
|
|
|
|
*
|
|
Judy Bruner(8)
|
|
|
125,500
|
|
|
|
*
|
|
SanDisk Corporation
140 Caspian Court
Sunnyvale, CA 94087
|
|
|
|
|
|
|
|
|
Rajen K. Dalal(9)
|
|
|
114,000
|
|
|
|
*
|
|
James S. Burns(10)
|
|
|
25,500
|
|
|
|
*
|
|
Entremed, Inc.
9640 Medical Center Drive
Rockville, MD 20850
|
|
|
|
|
|
|
|
|
Kenneth J. Conway(11)
|
|
|
4,083
|
|
|
|
*
|
|
Firestar Ventures
15 Eagles Nest
Scituate, MA 02066
|
|
|
|
|
|
|
|
|
ALL DIRECTORS AND EXECUTIVE
OFFICERS AS A
|
|
|
4,612,303
|
|
|
|
11.8
|
%
|
GROUP (ten persons)(12)
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
less than one percent of outstanding shares |
|
(1) |
|
Applicable percentage ownership is based on
39,324,920 shares of Common Stock outstanding as of
April 23, 2007 together with applicable options for such
stockholder. The table is based on information supplied by
officers, directors and principal stockholders, and Schedules
13G filed with the SEC. Beneficial ownership is determined in
accordance with the rules of the SEC and includes voting or
investment power with respect to securities, subject to
community property laws, where applicable. Shares of Common
Stock subject to options currently exercisable or exercisable
within 60 days after April 23, 2007, are deemed
outstanding for computing the percentage ownership of the person
holding such options, but are not deemed outstanding for
computing the percentage of any other person. |
|
(2) |
|
Includes 1,583,816 shares of Common Stock issuable within
60 days of April 12, 2007 upon exercise of a warrant
to purchase up to 2,200,000 shares for $3.50 per share
which is exercisable at any time prior to July 22, 2010.
While the warrant is exercisable for up to
2,200,000 shares, Ciphergen and Quest Diagnostics have |
16
|
|
|
|
|
clarified that the total number of shares of Common Stock
issuable upon exercise of the warrant could at no time cause
Quest Diagnostics total holdings of Ciphergens
Common Stock to exceed 19.9% of the total number of outstanding
shares of Ciphergen Common Stock (provided that Quest
Diagnostics may, prior to or concurrently with the exercise of
their warrant, sell such number of shares of Ciphergen Common
Stock so that, after the exercise of the warrant and such sale
of shares, Quest Diagnostics would not own more than 19.9% of
Ciphergens Common Stock). |
|
(3) |
|
Includes 290,300 shares in the name of Mr. Rathmann, a
director, issuable within 60 days of April 23, 2007
upon exercise of stock options, 18,600 shares currently
owned by Mr. Rathmann and 2,235,431 shares held by
Falcon Technology Partners, of which Mr. Rathmann is a
General Partner. |
|
(4) |
|
Includes 677,082 shares of Common Stock issuable within
60 days of April 12, 2006 upon exercise of stock
options. |
|
(5) |
|
Includes 139,440 shares of Common Stock held by family
trusts and 269,100 shares issuable within 60 days of
April 23, 2007 upon exercise of stock options granted to
Mr. Young. |
|
(6) |
|
Includes 134,200 shares issuable within 60 days of
April 23, 2007 upon exercise of stock option grants to
Michael J. Callaghan, 20,000 shares currently owned by
Mr. Callaghan. |
|
(7) |
|
Includes 134,955 shares of Common Stock issuable within
60 days of April 23, 2007 upon exercise of stock
options. |
|
(8) |
|
Includes 125,500 shares of Common Stock issuable within
60 days of April 23, 2007upon exercise of stock
options. |
|
(9) |
|
Includes 114,000 shares of Common Stock issuable within
60 days of April 23, 2007 upon exercise of stock
options. |
|
(10) |
|
Includes 2,000 shares currently owned by Mr. Conway
and 45,083 shares issuable within 60 days of
April 12, 2006 upon exercise of stock options. |
|
(11) |
|
Includes 25,500 shares of Common Stock issuable within
60 days of April 23, 2007 upon exercise of stock
options. |
|
(12) |
|
Includes 1,815,720 shares issuable within 60 days of
April 23, 2007 upon exercise of stock options. |
|
|
ITEM 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
In the Companys last fiscal year, there has not been nor
is there currently proposed any transaction or series of similar
transactions to which the Company was or is to be a party in
which the amount involved exceeds $120,000 and in which any
director, executive officer, holder of more than 5% of the
Common Stock of the Company 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 (1) compensation
agreements and other arrangements, which are described where
required in Employment and Severance Agreements and
(2) the transaction described below.
At various times prior to the maturity date of
September 27, 2005, John R. Storella, Vice President,
Intellectual Property Affairs, made partial payments against his
note related to the early exercise of stock options, totaling
approximately $145,385, including interest. This note was made
prior to the Companys initial public offering in 2000 and
was fully paid off by its maturity date.
The Company has entered into indemnification agreements with
each of its directors and officers which require the Company to
indemnify its directors and officers to the fullest extent
permitted by Delaware law.
17
|
|
ITEM 14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
Principal
Accounting Fees and Services
The following table presents fees for professional audit
services rendered by the Companys independent registered
public accounting firm, PricewaterhouseCoopers LLP, for the
audit of the Companys financial statements for the years
ended December 31, 2004 and 2005, and fees billed during
those periods for other services rendered by
PricewaterhouseCoopers LLP (in thousands).
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2006
|
|
|
Audit fees
|
|
$
|
1,051
|
|
|
$
|
398
|
|
Audit-related fees
|
|
|
17
|
|
|
|
161
|
|
Tax fees
|
|
|
3
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,071
|
|
|
$
|
579
|
|
|
|
|
|
|
|
|
|
|
Fees for audit services included fees associated with the annual
audit and the reviews of the Companys quarterly reports on
Form 10-Q,
as well as assistance with SEC filings related to our strategic
alliance with Quest Diagnostics including our issuance of common
stock and a warrant to Quest Diagnostics, increases to the
number of shares reserved for our stock plans, and our earnings
restatement in 2005, and statutory audits of the Companys
international subsidiaries. Fees for audit services also
included fees related to the audit of internal control over
financial reporting as of December 31, 2005 to comply with
Section 404 of the Sarbanes-Oxley Act of 2002 prior to the
Companys determination that it is a non-accelerated filer
and thus no longer subject to all the requirements of
Section 404 of the Sarbanes-Oxley Act. Audit-related
services included advisory work performed in 2005 related to the
Sarbanes-Oxley Act of 2002, as well as advisory work related to
complex transactions entered into by the Company. Tax fees
included tax compliance, tax planning and advisory services to
the Company and its international subsidiaries.
All audit, audit-related, tax and other services for 2006 were
pre-approved by the Audit Committee, which concluded that the
provision of those services by PricewaterhouseCoopers LLP was
compatible with the maintenance of the independent registered
public accounting firms independence. The Audit
Committees pre-approval policy provides for pre-approval
of audit, audit-related, tax and all other services.
PART IV
ITEM 15. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this
Form 10-K/A:
|
|
|
|
|
|
31
|
.1
|
|
Certification of the Chief
Executive Officer Pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002
|
|
31
|
.2
|
|
Certification of the Chief
Financial Officer Pursuant to Section 302(a) of the
Sarbanes-Oxley Act of 2002
|
|
32
|
|
|
Certification of the Chief
Executive Officer and Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Exchange Act, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
CIPHERGEN BIOSYSTEMS, INC.
Gail S. Page
President and Chief Executive Officer
Dated: April 30, 2007
19