SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to ______________
Commission file No. 000-23399
NOVADEL PHARMA INC.
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(Name of small business issuer as specified in its charter)
Delaware 22-2407152
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
25 Minneakoning Road, Flemington, New Jersey 08822
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (908) 782-3431
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
Redeemable Common Stock Purchase Warrants
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filings pursuant to Item
405 of Regulation S-B contained herein, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [X].
State the issuer's revenues for its most recent fiscal year: $2,000
The aggregate market value of the voting and non-voting common equity
of the registrant held by non-affiliates of the registrant at October 27, 2003
was approximately $ 19,027,000 based upon the closing sale price of $2.01 for
the Registrant's Common Stock, $.001 par value, as reported by the National
Association of Securities Dealers OTC Bulletin Board on October 27, 2003.
As of October 27, 2003 the Registrant had 17,972,760 shares of Common
Stock, $.001 par value, outstanding.
Documents incorporated by reference: None
INTRODUCTORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-KSB (the
"10-KSB/A") for Novadel Pharma Inc. (the "Company") for the fiscal year ended
July 31, 2003, as filed with the Securities and Exchange Commission ("SEC") on
October 29, 2003, is being filed solely for the purpose of amending Exhibit
10.31 thereto and correcting the exhibit index accordingly. The Amendment to
Exhibit 10.31 is based upon the SEC's review of the Company's confidentiality
treatment request previously filed with respect to such exhibit.
This 10-KSB/A does not reflect events occurring after the filing of the
original Form 10-KSB, or modify or update the disclosures therein in any way
other than as required to reflect the amendment set forth above. The filing of
this Form 10-KSB/A shall not be deemed an admission that the original filing,
when made, included any untrue statement of a material fact or omitted to state
a material fact necessary to make a statement not misleading.
PART IV
ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K
(a) (2) List of Exhibits
Incorporated Documents SEC Exhibit Reference
---------------------- ---------------------
2.1 Agreement of Merger dated as of October 29, As filed with the Registrant's Preliminary Proxy
1998 Statement on October 20, 1998, File No. 000-23399
3.1 Certificate of Incorporation of the As filed with the Registrant's Form SB-2, on
Registrant, as amended August 8, 1997, File No. 333-33201
3.2 Bylaws of the Registrant, as amended As filed with the Registrant's Form SB-2, on
August 8, 1997, File No. 333-33201
4.1 Form of Warrant Agreement As filed with the Registrant's Form SB-2, on
October 31, 1997, File No. 333-33201
4.3 Form of Class A Warrant Certificate As filed with the Registrant's Form SB-2, on
October 31, 1997, File No. 333-33201
4.4 Form of Underwriters' Option Agreement As filed with the Registrant's Form SB-2, on
October 31, 1997, File No. 333-33201
10.1 Employment Agreement with Harry A. Dugger, As filed with the Registrant's Form SB-2, on
III, Ph.D. August 8, 1997, File No. 333-33201
10.2 Employment Agreement with John J. Moroney As filed with the Registrant's Form SB-2, on
October 3, 1997, File No. 333-33201
10.3 Agreement dated December 7, 1996 between As filed with the Registrant's Form SB-2, on
the Registrant and Altana, Inc. August 8, 1997, File No. 333-33201
10.4 Registrant's 1992 Stock Option Plan As filed with the Registrant's Form SB-2, on
August 8, 1997, File No. 333-33201
10.5 Form of Option Agreement under the 1992 As filed with the Registrant's Form SB-2, on
Stock Option Plan October 3, 1997, File No. 333-33201
10.6 Registrant's 1997 Stock Option Plan As filed with the Registrant's Form SB-2, on
Form of Option Agreement under the 1997 August 8, 1997, File No. 333-33201
10.7 Stock Option Plan As filed with the Registrant's Form SB-2, on
October 3, 1997, File No. 333-33201
10.8 Agreement with Rapid Spray (Clemastine) As filed with the Registrant's Form SB-2, on
Dated June 2, 1992 August 8, 1997, File No. 333-33201
10.9 Agreement with Rapid Spray (Nitroglycerin) As filed with the Registrant's Form SB-2, on
dated June 2, 1992 August 8, 1997, File No. 333-33201
10.10 Agreement with Creative Technologies, Inc. As filed with the Registrant's Form SB-2, on
dated December 26, 1996 October 3, 1997, File No. 333-33201
10.11 Registrant's 1998 Stock Option Plan As filed with the Registrant's Preliminary Proxy
Statement on October 20, 1998,
File No. 000-23399
10.12 Employment Agreement with Donald P. Cox, As filed with the Registrant's Form 10-KSB on
Ph.D. October 28, 1999, File No. 000-23399
10.13 Employment Agreement with Kenneth Cleaver, As filed with the Registrant's Form 10-KSB on
Ph.D. October 28, 1999, File No. 000-23399
10.14 Amendment to Consulting Agreement with As filed with the Registrant's Form 10-KSB on
Saggi Capital Corp. dated March 25, 1998 October 28, 1999, File No. 000-23399
10.15 Agreement with Altana, Inc., dated December As filed with the Registrant's Form 10-KSB/A on
7, 1996 September 26, 2001, File No. 000-23399
10.16 Agreement with CLL Pharma dated February As filed with the Registrant's Form 10-KSB/A on
12, 1998 September 26, 2001, File No. 000-23399
10.17 Agreement with Nace Resources, Inc., dated As filed with the Registrant's Form 10-KSB/A
December 29, 1997, together with Amendment on 10.17 Amendment Number 3, dated May 5, 2000
Number 1 dated February 9, 1998; Amendment September 26, 2001, File No. 000-23399
Number 2 dated November 29, 1999; and,
10.18 Agreement with PolyMASC Pharmaceuticals As filed with the Registrant's Form 10-KSB/A on 10.18
plc, dated July 25, 2000 September 26, 2001, File No. 000-23399
10.19 Authorization to proceed with Innovex, Inc. As filed with the Registrant's Form 10-KSB/A on
and Novartis Pharmaceuticals Corp., dated September 26, 2001, File No. 000-23399
June 15, 2000
10.20 Consulting Agreement with John Klein. As filed with the Registrant's Form SB-2, on April
15,2002, File No. 333-86262
10.21 Employment Agreement with Robert Galler. As filed with the Registrant's Form SB-2, on April
15,2002, File No. 333-86262
10.22 Employment Agreement Amendment No. 1 with As filed with the Registrant's Form SB-2, on April
Robert Galler 15,2002, File No. 333-86262
10.23 Employment Agreement with Donald Deitman. As filed with the Registrant's Form SB-2, on April
15,2002, File No. 333-86262
10.24 Common Stock and Warrant Purchase Agreement Incorporated by Reference to Schedule 13D filed on
dated December 12, 2001. December 21, 2001 by Lindsay A. Rosenwald, M.D.
10.25 Amendment No. 1 to Common Stock and Warrant As filed with the Registrant's Form SB-2, on April
Purchase Agreement 15,2002, File No. 333-86262
10.26 Employment Agreement with Mohammed Abd As filed with the Registrant's Form SB-2,
El-Shafy, Ph.D Amendment #2, on September 3, 2002, File No. 333-86262
10.26 Employment Agreement with Gary A. Shangold, As filed with the Registrant's Form 10-QSB for
MD period ended January 31, 2003, File No. 000-23399
10.27 Amendment No. 1 of Employment Agreement As filed with the Registrant's Form 10-QSB for
with Gary A. Shangold, MD period ended January 31, 2003, File No. 000-23399
10.28 Lease Agreement dated March 19, 2003, with As filed with the Registrants' Form 10-QSB for
Macedo Business Park, II, L.L.C period ended April 30, 2003, File No. 000-23399
10.29 Amendment No. 1 of Lease Agreement dated As filed with the Registrant's Form 10-QSB for
March 19, 2003, with Macedo Business Park, period ended April 30, 2003, File No. 000-23399
II, L.L.C.
10.30 Employment Agreement with Barry C. Cohen As filed with the Registrant's Form 10-QSB for
period ended April 30, 2003, File No. 000-23399
10.31 * Agreement with Manhattan
Pharmaceuticals, Inc. dated April 4, 2003.
11.1 ** Computation of earnings per share
23.1 ** Consent of Wiss & Co. LLP
31.1 ** Certification of Chief Executive Officer
under Rule 13a-14(a)
31.2 ** Certification of Chief Financial
Officer under Rule 13a-14(a)
32.1 ** Certification of Chief Executive Officer
under 18 USC 1350
32.2 ** Certification of Chief Financial
Officer under 18 USC 1350
* Filed herewith. Certain portions of Exhibit 10.31 have been redacted and have
been separately filed with the SEC pursuant to the Company's confidentiality
treatment request.
** Filed with Registrant's Annual Report on Form 10-KSB as filed with the SEC on
October 29, 2003.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NovaDel Pharma Inc.
Date: March 11, 2004 By: /s/ Gary A. Shangold
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Gary A. Shangold, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
is signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated.
Signatures Title Date
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/s/ Gary A. Shangold President and Chief Executive Officer (Principal March 11, 2004
--------------------------- Executive Officer) and Director
Gary A. Shangold
/s/ Donald J. Deitman Chief Financial Officer March 11, 2004
--------------------------- (Principal Financial Officer)
Donald J. Deitman
/s/ John H. Klein Chairman of the Board and Director March 11, 2004
---------------------------
John H. Klein
/s/ Robert F. Schaul Secretary and Director March 11, 2004
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Robert F. Schaul
/s/ William F. Hamilton Director March 11, 2004
---------------------------
William F. Hamilton
/s/ Lawrence J. Kessel Director March 11, 2004
---------------------------
Lawrence J. Kessel
/s/ Mark H. Rachesky Director March 11, 2004
---------------------------
Mark H. Rachesky
/s/ Charles Nemeroff Director March 11, 2004
---------------------------
Charles Nemeroff
/s/ Robert G. Savage Director March 11, 2004
---------------------------
Robert G. Savage