Form 10-K/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM 10-K/A

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

     FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

     FOR TRANSITION PERIOD FROM                      TO                     

 

Commission file number 0-20945

 

 

ANTARES PHARMA, INC.

(Exact name of registrant as specified in its charter)

 

Minnesota   41-1350192

State or other jurisdiction

of incorporation or organization

  

(I.R.S. Employer

Identification Number)

 

707 Eagle View Blvd, Suite 414, Exton, PA 19341

(Address of principal executive offices) (Zip Code)

 

(610) 458-6200

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, $.01 Par Value

 

 

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  x    NO  ¨

 

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 the 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.    ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    YES  ¨    NO  x

 

Aggregate market value of the voting stock held by nonaffiliates of the registrant as of June 30, 2003, was approximately $5,961,024 (based upon the last reported sale price of $1.03 per share on June 30, 2003, on the Nasdaq Small Cap Market).

 

There were 37,943,796 shares of common stock outstanding as of May 4, 2004.

 

EXPLANATORY NOTE

 

This Amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, is being filed solely to amend the information contained in the Equity Compensation Plan Information table in Item 12.

 

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The first paragraph and the table under Item 12 on page 84 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Securities and Exchange Commission on March 30, 2004, is hereby amended to read as follows:

 

“The following table provides information as of December 31, 2003, with respect to compensation plans under which equity securities of the Company are authorized for issuance to employees or non-employees in exchange for consideration in the form of goods or services.”

 

Equity Compensation Plan Information

 

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 future issuance
(c)

Equity compensation plans approved by security holders

    3,134,188    $ 2.44    992,552

Equity compensation plans not approved by security holders

    —        —      —  
    
  
  

Total

    3,134,188    $ 2.44    992,552
    
  
  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on May 4, 2004.

 

ANTARES PHARMA, INC.

/s/    Roger G. Harrison        

Roger G. Harrison, Ph.D.

Chief Executive Officer

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the registrant in the capacities indicated on May 4, 2004.

 

Signature

   

Title

    

/s/    Roger G. Harrison        

Roger G. Harrison, Ph.D.

   

Chief Executive Officer and Director

(principal executive officer)

    

/s/    Lawrence M. Christian        

Lawrence M. Christian

   

Vice President of Finance,

Chief Financial Officer and Secretary

(principal financial and accounting officer)

    

/s/    Jacques Gonella        

Dr. Jacques Gonella

   

Director, Chairman of the Board

    

/s/    Jim Clark        

Jim Clark

   

Director

    

/s/    Philippe Dro        

Dr. Philippe Dro.

   

Director

    

/s/    Thomas Garrity        

Thomas Garrity

   

Director

    

/s/    Anton Gueth        

Anton Gueth

   

Director

    

/s/    Rajesh Shrotriya        

Dr. Rajesh Shrotriya

   

Director