SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2003 |
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OR |
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o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 0-21937 |
CERUS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 68-0262011 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) |
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2411 Stanwell Dr. |
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Concord, California | 94520 | |
(Address of principal executive offices) | (Zip Code) |
(925) 288-6000
(Registrant's telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý 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 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. o
The approximate aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing sale price of the registrant's common stock listed on the Nasdaq National Market, was $156,794,700.(1)
As of April 15, 2004, there were 22,104,766 shares of the registrant's common stock outstanding.
Cerus Corporation hereby amends its Annual Report on Form 10-K for the year ended December 31, 2003 (the "Form 10-K") to add the information required by Part III of Form 10-K.
Item 10. Directors and Executive Officers of the Registrant
The following is certain information about the Company's current directors and executive officers:
Name |
Age |
Position |
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---|---|---|---|---|
B.J. Cassin | 70 | Chairman of the Board of Directors | ||
Timothy B. Anderson | 57 | Director | ||
Bruce C. Cozadd | 40 | Director | ||
C. Raymond Larkin, Jr. | 55 | Director | ||
William R. Rohn | 60 | Director | ||
Stephen T. Isaacs | 55 | President, Chief Executive Officer and Director | ||
Laurence M. Corash | 60 | Vice President, Medical Affairs and Director | ||
David N. Cook | 45 | Vice President, Research and Development | ||
Howard G. Ervin | 56 | Vice President, Legal Affairs | ||
Gregory W. Schafer | 39 | Vice President, Finance and Chief Financial Officer |
B.J. Cassin has served as Chairman of the Board of Cerus since December 1992. Mr. Cassin has been a private venture capitalist since 1979. Previously, Mr. Cassin co-founded Xidex Corporation, a manufacturer of data storage media, in 1969. Mr. Cassin is currently a director of PDF Solutions, Inc., as well as a number of private companies.
Timothy B. Anderson has served as a member of the Board of Directors of Cerus since 2003. Mr. Anderson was Senior Vice President of Strategy and Business Development of Baxter International, Inc., a pharmaceutical company, from 1999 until 2002, and held various management positions at Baxter International from 1992 to 1999, including President, Biotech Group from 1992 until 1997, Group Vice President from 1993 until 1997 and Chairman, Baxter Europe from 1997 until 1999. Mr. Anderson is currently a director of Lake Forest Hospital and a member of the Scientific Advisory Board of Baxter International.
Bruce C. Cozadd has served as a member of the Board of Directors of Cerus since November 2001. Mr. Cozadd serves as Executive Chairman of Jazz Pharmaceuticals, Inc., a therapeutic drug development company that he co-founded in 2003. Mr. Cozadd was Executive Vice President and Chief Operating Officer of ALZA Corporation, a pharmaceutical company, from 2000 until 2001, and held various management positions at ALZA from 1991 to 2000, including Senior Vice President and Chief Financial Officer. Previously, Mr. Cozadd was a member of the health care investment banking team at Smith Barney, Harris Upham & Co. Mr. Cozadd is currently a director of Genencor International, Inc., a biotechnology company, as well as a number of private companies.
C. Raymond Larkin, Jr. has served as a member of the Board of Directors of Cerus since January 2000. Mr. Larkin has been Chairman and Chief Executive Officer of Eunoe, Inc., a medical device company, since 2002. Mr. Larkin has been a Managing Director of Group Outcome, LLC, a company that invests in technology companies, since 1998. From 1989 to 1997, Mr. Larkin was President and Chief Executive Officer of Nellcor Puritan Bennett, Inc., a medical products company. Mr. Larkin is currently a director of Da Vita, Inc., a medical device service provider, Hanger Orthopedic Group, Inc., a professional orthopedic practice management company, and Align
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Technology, Inc., an orthodontic device development company, as well as a number of private companies.
William R. Rohn has served as a member of the Board of Directors of Cerus since March 2002. Mr. Rohn has been President and Chief Operating Officer of IDEC Pharmaceuticals, a biotechnology company, since 1998. Mr. Rohn joined IDEC in 1993 as Senior Vice President, Commercial and Corporate Development and was appointed Senior Vice President, Commercial Operations in 1996. From 1984 until 1993, Mr. Rohn was employed by Adria Laboratories, a pharmaceutical company, most recently as Senior Vice President of Sales and Marketing. Mr. Rohn serves as a director for Pharmacyclics, Inc., a pharmaceutical company.
Stephen T. Isaacs co-founded Cerus in September 1991 and has served as President, Chief Executive Officer and a member of the Board of Directors since that time. Mr. Isaacs was previously President and Chief Executive Officer of HRI, a research and development company, from September 1984 to December 1996. From 1975 to 1986, Mr. Isaacs held a faculty research position at the University of California at Berkeley.
Laurence M. Corash, M.D. a co-founder of Cerus, has served as a member of the Board of Directors since December 2002 and has been Vice President, Medical Affairs of Cerus since July 1996. From July 1994 until he assumed his current position, Dr. Corash was Director of Medical Affairs. Dr. Corash was a consultant to Cerus from 1991 to July 1994. Dr. Corash has been a Professor of Laboratory Medicine at the University of California, San Francisco since July 1985 and Chief of the Hematology Laboratory for the Medical Center at the University of California, San Francisco since January 1982. From February 1990 to July 1994, Dr. Corash served as a consultant to the FDA Advisory Panel for Hematology Devices.
David N. Cook was appointed Vice President, Research and Development of Cerus in June 2001. From 1999 to 2001, Dr. Cook was senior vice president of research and development of Eligix Incorporated. Dr. Cook joined Cerus in 1994 as the Director of Red Cell Development and served as the Vice President of Commercialization from 1998 to 1999. From 1990 to 1993, Dr. Cook served as a postdoctoral scientist for the Lawrence Berkeley National Laboratory.
Howard G. Ervin was appointed Vice President, Legal Affairs of Cerus in June 1999. From 1979 until 1999, Mr. Ervin was a partner of the law firm of Cooley Godward LLP, formerly Cooley Godward Castro Huddleson & Tatum, practicing corporate and intellectual property law, and was an associate of such firm from 1973 until 1979.
Gregory W. Schafer was appointed Vice President and Chief Financial Officer of Cerus in May 1999. From May 1997 until May 1999, Mr. Schafer served as Director of Finance. From September 1995 to April 1997, Mr. Schafer was an independent management consultant. From August 1992 to September 1995, Mr. Schafer was a management consultant for Deloitte & Touche LLP.
Audit Committee
The Audit Committee of the Board of Directors oversees the Company's corporate accounting and financial reporting process. For this purpose, the Audit Committee performs several functions. The Audit Committee evaluates the performance of and assesses the qualifications of the independent auditors; determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on the Company's audit engagement team as required by law; confers with management and the independent auditors regarding the effectiveness of internal controls over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by the
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Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviews the financial statements to be included in the Company's Annual Report on Form 10-K; and discusses with management and the independent auditors the results of the annual audit and the results of the Company's quarterly financial statements. A copy of the Audit Committee Charter is available on the Company's website at www.cerus.com. The Audit Committee currently comprises three non-employee directors: Messrs. Cozadd (Chairman), Larkin and Rohn. All members of the Company's Audit Committee are independent as independence is currently defined in Rules 4350(d)(2)(A)(i) and (ii) of the Nasdaq Stock Market ("Nasdaq") listing standards. In addition, the Board has determined that Mr. Cozadd qualifies as an "audit committee financial expert," as defined in applicable Securities and Exchange Commission ("SEC") rules. The Audit Committee met 10 times during the 2003 fiscal year.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended December 31, 2002, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with; except that one report, covering one transaction, was filed late by each of B.J. Cassin, Bruce C. Cozadd, C. Raymond Larkin, Jr., William R. Rohn and Gregory W. Schafer.
Code of Ethics
The Company has adopted the Cerus Corporation Code of Business Conduct and Ethics (the "Code") that applies to all officers, directors and employees. The Code is available on our website at www.cerus.com. If the Company makes any substantive amendments to the Code or grants any waiver from a provision of the Code to any executive officer or director, the Company will promptly disclose the nature of the amendment or waiver as required by applicable laws.
The Company's employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code. The Audit Committee has established procedures to receive, retain and address complaints regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of related concerns.
Item 11. Executive Compensation
Compensation of Directors
Directors receive cash compensation for their services as members of the Board of Directors, and are reimbursed for certain expenses in connection with attendance at Board and committee meetings. The 1999 Non-Employee Directors' Stock Option Sub-Plan was adopted in November 1999 by the Board to provide for automatic, non-discretionary option grants to Cerus' non-employee directors under the 1999 Equity Incentive Plan, beginning in 2000. Prior to such time, directors were eligible to receive discretionary awards under the 1996 Equity Incentive Plan and the 1999 Equity Incentive Plan. In 2003, Mr. Anderson received cash compensation of $24,548 and options covering 25,000 shares at an exercise price of $9.50 per share; Mr. Cassin received cash compensation of $53,250 and options covering 5,000 shares at an exercise price of $21.50 per share, 5,000 shares at an exercise price of $8.10
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per share and 5,000 shares at an exercise price of $7.62 per share; Mr. Cozadd received cash compensation of $61,000 and options covering 3,334 shares at an exercise price of $21.50 per share, 3,333 shares at an exercise price of $8.10 per share and 3,333 shares at an exercise price of $7.62 per share; Mr. Larkin received cash compensation of $44,000 options covering 3,334 shares at an exercise price of $21.50 per share, 3,333 shares at an exercise price of $8.10 per share and 3,333 shares at an exercise price of $7.62 per share; and Mr. Rohn received cash compensation of $46,000 and received options covering 2,603 shares at an exercise price of $21.50 per share, 2,603 shares at an exercise price of $8.10 per share and 2,602 shares at an exercise price of $7.62 per share.
Compensation of Executive Officers
The following table shows for the fiscal years ended December 31, 2001, 2002 and 2003, compensation awarded or paid to, or earned by, the Company's Chief Executive Officer and its other four most highly compensated executive officers at December 31, 2003 (collectively, the "Named Executive Officers"):
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Annual Compensation |
Long-Term Compensation Awards |
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Name and Principal Position |
Fiscal Year |
Salary ($) |
Bonus ($) |
Securities Underlying Options (#) |
All Other Compensation ($)(2) |
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Stephen T. Isaacs President and Chief Executive Officer |
2003 2002 2001 |
415,000 415,000 380,000 |
95,245 162,308 |
85,000 95,100 100,075 |
1,242 1,242 1,185 |
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Laurence M. Corash Vice President, Medical Affairs |
2003 2002 2001 |
335,432 319,200 304,000 |
49,593 65,914 114,570 |
58,332 59,169 70,125 |
2,412 2,508 2,215 |
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David N. Cook Vice President, Research and Development |
2003 2002 2001 |
262,384 218,750 165,049 |
41,796 43,624 35,175 |
83,165 43,335 55,000 |
822 465 130 |
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Howard G. Ervin Vice President, Legal Affairs |
2003 2002 2001 |
258,998 253,050 241,000 |
30,579 43,624 72,330 |
40,998 35,727 17,500 |
2,412 2,489 1,145 |
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Gregory W. Schafer Vice President, Finance and Chief Financial Officer |
2003 2002 2001 |
243,000 240,000 213,000 |
33,145 45,120 60,199 |
41,265 43,385 25,025 |
473 454 382 |
Stock Option Grants and Exercises
Cerus grants stock options to its executive officers under the 1999 Equity Incentive Plan and the 1996 Equity Incentive Plan.
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The following table sets forth certain information for each grant of stock options made during the fiscal year ended December 31, 2003, to each of the Named Executive Officers:
Option Grants in Fiscal Year 2003
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Individual Grants |
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Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(3) |
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Percentage of Total Options Granted to Employees in Fiscal 2003 (%)(2) |
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Exercise or Base Price ($/SH) |
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Name |
Number of Securities Underlying Options Granted (#)(1) |
Expiration Date |
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5%($) |
10%($) |
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Stephen T. Isaacs | 20,000 20,000 45,000 |
2.1 2.1 4.7 |
6.75 7.52 4.25 |
02/28/13 06/30/13 12/08/13 |
84,901 94,586 120,276 |
215,155 239,699 304,803 |
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David N. Cook | 8,332 30,000 8,333 36,500 |
* 3.1 * 3.8 |
6.75 7.00 7.52 4.25 |
02/28/13 03/18/13 06/30/13 12/08/13 |
35,370 132,068 39,409 97,557 |
89,634 334,686 99,871 247,229 |
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Laurence M. Corash | 11,665 11,666 35,000 |
1.2 1.2 3.7 |
6.75 7.52 4.25 |
02/28/13 06/30/13 12/08/13 |
49,518 55,172 93,548 |
125,489 139,816 237,069 |
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Howard G. Ervin | 8,199 8,199 24,600 |
* * 2.6 |
6.75 7.52 4.25 |
02/28/13 06/30/13 12/08/13 |
34,805 38,775 65,751 |
88,203 98,265 166,626 |
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Gregory W. Schafer | 8,332 8,333 24,600 |
* * 2.6 |
6.75 7.52 4.25 |
02/28/13 06/30/13 12/08/13 |
35,370 39,409 65,751 |
89,634 99,871 166,626 |
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The Named Executive Officers did not exercise any stock options during the fiscal year ended December 31, 2003. The following table sets forth, for each of the Named Executive Officers, the number and value of securities underlying unexercised options held by the Named Executive Officers at December 31, 2003.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
Name |
Shares Acquired on Exercise (#) |
Value Realized ($) |
Number of Securities Underlying Unexercised Options at FY-End(#) Exercisable/Unexercisable |
Value of Unexercised In-the-Money Options at FY-End($) Exercisable/Unexercisable(1) |
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Stephen T. Isaacs | | | 229,424/167,501 | 67,116/12,778 | ||||
Laurence M. Corash | | | 167,301/112,224 | 35,498/9,939 | ||||
David N. Cook | | | 59,440/122,060 | 220/10,365 | ||||
Howard G. Ervin | | | 87,831/65,394 | 148/6,986 | ||||
Gregory W. Schafer | | | 123,062/73,013 | 148/6,986 |
Employment, Severance and Change of Control Agreements
Stephen T. Isaacs, the Company's President and Chief Executive Officer, is a party to an agreement with the Company that provides that, in the event Mr. Isaacs' employment with the Company is terminated for any reason other than for cause, he will receive severance pay equal to 38 weeks of his base salary and will receive full health care benefits from the Company for 38 weeks from the date of such termination.
Laurence M. Corash, M.D., the Company's Vice President, Medical Affairs, is a party to an agreement with the Company that provides that, in the event Dr. Corash's employment with the Company is terminated for any reason other than for cause, he will receive severance pay equal to 34 weeks of his base salary and will receive full health benefits from the Company for 34 weeks from the date of such termination.
David N. Cook, the Company's Vice President, Research and Development, is a party to an agreement with the Company that provides that, in the event Dr. Cook's employment with the Company is terminated for any reason other than for cause, he will continue to receive his base salary for nine months from the date of such termination.
Howard G. Ervin, the Company's Vice President, Legal Affairs, is a party to an agreement with the Company that provides that, in the event Mr. Ervin's employment with the Company is terminated for any reason other than for cause, he will continue to receive his base salary for nine months from the date of such termination. In addition, the vesting of Mr. Ervin's stock options will be accelerated in the event of his involuntary termination of employment or voluntary termination for good reason in contemplation of a change of control or within 12 months following a change of control.
Gregory W. Schafer, the Company's Vice President, Finance and Chief Financial Officer, is a party to an agreement with the Company that provides that, in the event Mr. Schafer's employment with the Company is terminated for any reason other than for cause on or after April 15, 2004, he will continue to receive base salary and health care benefits for nine months from the date of such termination. In addition, the vesting of Mr. Schafer's stock options will be accelerated in the event of his involuntary termination of employment or voluntary termination for good reason in contemplation of a change of control or within 12 months following a change of control.
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Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors comprises two non-employee directors. No member of the Compensation Committee is, or was, formerly one of the Company's officers or employees. No interlocking relationship exists between the Board of Directors or Compensation Committee and the board of directors or compensation committee of any other company, nor has such interlocking relationship existed in the past.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding the ownership of the Company's common stock as of March 31, 2004 by: (i) each director and nominee for director; (ii) each of the executive officers named in the Summary Compensation Table set forth under "Item 11: Executive CompensationCompensation of Executive Officers"; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent of its common stock.
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Beneficial Ownership(1) |
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Beneficial Owner |
Number of Shares |
Percent of Total (%) |
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AXA Financial, Inc. and related entities 1290 Avenue of the Americas New York, NY 10104(2) |
3,247,758 | 14.7 | ||
Baxter International, Inc. and Subsidiaries Pension Trust One Baxter Parkway Chicago, IL 60015 |
2,285,200 | 10.3 | ||
Deerfield Capital, L.P. and related entities 780 Third Avenue, 37th Floor New York, NY 10017(3) |
2,200,000 | 10.0 | ||
Stephen T. Isaacs(4) | 476,733 | 2.1 | ||
Laurence M. Corash(5) | 429,033 | 1.9 | ||
Gregory W. Schafer(6) | 141,819 | * | ||
Howard G. Ervin(8) | 102,583 | * | ||
David N. Cook(7) | 100,677 | * | ||
B.J. Cassin(9) | 617,225 | 2.8 | ||
C. Raymond Larkin, Jr.(10) | 58,334 | * | ||
Bruce C. Cozadd(11) | 39,594 | * | ||
William R. Rohn(12) | 36,142 | * | ||
Timothy B. Anderson(13) | 27,091 | * | ||
All executive officers and directors as a group (10 persons)(14) | 2,029,231 | 8.8 |
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Equity Compensation Plan Information
The following table provides certain information with respect to all of the Company's equity compensation plans in effect as of December 31, 2003.
Equity Compensation Plan Information |
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Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
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Equity compensation plans approved by security holders | |||||||||
1996 Equity Incentive Plan | 463,838 | $ | 15.39 | 150,903 | |||||
1999 Equity Incentive Plan | 2,951,389 | $ | 28.66 | 1,754,089 | |||||
Equity compensation plans not approved by security holders: |
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1998 Non-Officer Stock Option Plan | 138,435 | $ | 31.15 | 78,990 | |||||
Total | 3,553,662 | $ | 27.03 | 1,983,982 |
The Company's 1998 Non-Officer Stock Option Plan, as in effect on December 31, 2003, was adopted without the approval of the Company's security holders.
Item 13. Certain Relationships and Related Transactions
Indemnification and Limitation of Director and Officer Liability
In July 1996, the Board authorized Cerus to enter into indemnity agreements with each of the Company's directors, executive officers, Controller and Director of Finance. The form of indemnity agreement provides that Cerus will indemnify against any and all expenses of the indemnified person who incurred such expenses because of his or her status as a director, executive officer, Controller or Director of Finance, to the fullest extent permitted by Cerus' Bylaws and Delaware law. In addition, Cerus' Bylaws provide that Cerus shall indemnify its directors and executive officers to the fullest extent permitted by Delaware law, subject to certain limitations, and may also secure insurance, to the fullest extent permitted by Delaware law, on behalf of any director, officer, employee or agent against any expense, liability or loss arising out of his or her actions in such capacity.
Cerus' restated certificate of incorporation contains certain provisions relating to the limitation of liability of directors. Cerus' restated certificate provides that a director shall not be personally liable to Cerus or its stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payment of dividends or unlawful stock repurchases or redemptions or (iv) for any transaction from which the director derived an improper benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of a Cerus director shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. The provision in the restated certificate does not eliminate the duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.
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Item 14. Principal Accountant Fees and Services
Independent Auditors' Fees
The following table presents aggregate fees billed to the Company for fiscal years ended December 31, 2003 and 2002 by Ernst & Young LLP, the Company's principal accountant.
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Fiscal 2003 |
Fiscal 2002 |
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Audit Fees | $ | 240.5 | $ | 132.7 | ||
Audit-Related Fees | 102.2 | 7.3 | ||||
Tax Fees | 20.9 | 36.1 | ||||
All Other Fees | | | ||||
Total Fees | $ | 363.6 | $ | 176.1 |
Audit Fees. Audit services fees include fees for services rendered in connection with the annual audit of the Company's financial statements. This category also includes fees for audits provided in connection with statutory and regulatory filings and engagements or services that generally only the independent auditor reasonably can provide to a client.
Audit-Related Fees. Audit-related fees include fees associated with assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements. This category may include fees related to consultations regarding generally accepted accounting principles, review and evaluations of the impact of new regulatory pronouncements, general assistance with implementation of the new SEC and Sarbanes-Oxley Act of 2002 requirements and audit services not required by statute or regulation. Audit-related fees also include audits of employee benefit plans and reviews of information systems and general internal controls.
Tax Fees. Tax fees include tax compliance and international tax advice and planning services.
All Other Fees. No fees were billed in this category for fiscal years 2003 or 2002.
Audit Committee Disclosure
All audit-related services and tax services were pre-approved by the Audit Committee, which concluded that the provision of these services by Ernst & Young LLP was compatible with the maintenance of that firm's independence in the conduct of its auditing functions.
Policy on Audit Committee Pre-Approval
The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent auditors. On an on-going basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the independent auditors. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. The Audit Committee also may delegate the ability to pre-approve audit and permitted non-audit services to one or more of its members, provided that any pre-approvals by the Chairman are reported at a subsequent Audit Committee meeting.
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Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
The following exhibits are being filed as part of this report on Form 10-K:
Exhibit Number |
Description of Exhibit |
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31.1 |
Certification of the Chief Executive Officer of Cerus pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
Certification of the Chief Financial Officer of Cerus pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of April, 2004.
CERUS CORPORATION | ||||
By: |
/s/ GREGORY W. SCHAFER Gregory W. Schafer Chief Financial Officer and Vice President, Finance |
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Exhibit Number |
Description of Exhibit |
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31.1 |
Certification of the Chief Executive Officer of Cerus pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
Certification of the Chief Financial Officer of Cerus pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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