**UNITEDSTATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.20549**

 

**FORM 10-Q/A**

**Amendment No. 1**

 

**QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**

**SECURITIESEXCHANGE ACT OF 1934.**

 

**For the QuarterlyPeriod Ended June 30, 2004**

 

**Commission File Number 0-18044**

 

**PROCYTE CORPORATION**

(Exact name of the registrant as specified in its charter)

 

| **Washington**                                            |   | **91-1307460**                       |
|-----------------------------------------------------------|--------|--------------------------------------|
| (State of incorporation)                                  |   | (I.R.S. Employer Identification No.) |
|                                                      |   |                                 |
| **8511 154th Avenue N.E., Redmond, WA**                   |   | **98052**                            |
| (Address of principal executive offices)                  |   | (Zip code)                           |
|                                                      |   |                                 |
| Registrant’s telephone number,  including area code: |   | **(425) 869-1239**                   |

 

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor 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 whetherthe registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

 

|   | Yes  o |   | No  ý |
|--------|------------------|--------|----------------------|

 

As of July 31, 2004, there wereissued and outstanding 15,807,171 shares of common stock, par value $.01 pershare.

 

 

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**Explanatory Note**

 

The Company isfiling this Quarterly Report on Form 10-Q/A as Amendment No. 1 to the Company’sForm 10-Q originally filed on August 12, 2004, solely for the purpose of filingExhibit 10.19, Indemnity Agreement dated as of June 3, 2004, between theCompany and Robert W. Benson.

 

**Item 6. Exhibits and Reports on Form 8-K**

 

(a) Exhibits

 
| **Exhibit 10.19*** |   | Indemnity  Agreement dated as of June 3, 2004, between the Company and Robert W. Benson |
|--------------------|--------|-----------------------------------------------------------------------------------------|
| **Exhibit 31.1**   |   | Rule  13a-14(a)/15d-14(a) Certification of Chief Executive Officer                      |
| **Exhibit 31.2**   |   | Rule 13a-14(a)/15d-14(a)  Certification of Chief Financial Officer                      |

 

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* Management contract or othercompensatory plan or arrangement.

 

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**Signatures**

** **

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant hasduly caused this report on Form 10-Q/A to be signed on its behalf by theundersigned, thereunto duly authorized.

 

 
|                        | **ProCyte Corporation** |                                       |
|-----------------------------|-------------------------|--------------------------------------------|
|                        |                    |
|                        |                    |
| Date:  August 20, 2004 | By:                     | /s/ John F.  Clifford                      |   |
|                        |                    |                                       |   |
|                        |                    | John F.  Clifford, Chairman and CEO        |   |
|                        |                    |                                       |   |
|                        |                    |                                       |   |
| Date:  August 20, 2004 | By:                     | /s/ Robert  W. Benson                      |   |
|                        |                    |                                       |   |
|                        |                    | Robert W.  Benson, Chief Financial Officer |

 

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