**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A**

**(Amendment No. 2)**

 

**ý  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF**

## ***THE SECURITIES EXCHANGEACT OF 1934***

**For the fiscal year ended December31, 2001**

## ***OR***

**o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF**

**THE SECURITIESEXCHANGE ACT OF 1934**

 

**For the transition periodfrom          to          **

 

**Commission File No. 0-21130**

 

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**ENCHIRABIOTECHNOLOGY CORPORATION**

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

** **

| **Delaware**                                                    |   | **04-3078857**                    |
|-----------------------------------------------------------------|--------|-----------------------------------|
| (State or other jurisdiction of  incorporation or organization) |   | (IRS Employer Identification No.) |
|                                                            |   |                              |
| **4200 Research Forest Drive****The  Woodlands, Texas**         |   | **77381**                         |
| (Address of principal executive offices)                        |   | (Zip code)                        |

** **

**(281) 419-7000**(Registrant’s telephone number, including area code)

 

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**Securities Registered Pursuant toSection 12(b) of the Act: None**

 

**SecuritiesRegistered Pursuant to Section 12(g) of the Act:**

 

Title of Class

Common Stock, par value $.01 per share

Preferred Stock Purchase Rights

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.  Yes  ý  No  o

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-Kis not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to thisForm 10-K. o

 

The aggregatemarket value of the voting stock held by non-affiliates of the registrant wasapproximately $2,804,702 as of April 10, 2002, based on the closing sales priceof the registrant’s common stock on the Nasdaq National Market on such date of$0.26 per share.  For purposes of the preceding sentence only, alldirectors, executive officers and beneficial owners of ten percent or more ofthe common stock are assumed to be affiliates.  As of April 10, 2002,15,310,771 shares of common stock were outstanding.

 

 

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**PART III**

 

This Form 10-K/Aamends certain information that appeared in “Part III, Item 10.  Directors and Executive Officers of theRegistrant” in the Company’s Form 10-K/A, Amendment No. 1 (the “Form 10-K/A No.1”) for the fiscal year ended December 31, 2001.

 

**Item 10.  *Directors and Executive Officers of the Registrant***

 

The Form 10-K/A No. 1 inadvertently listed William E.Nasser, the Company’s Chairman of the Board, as an executive officer in thetable under “Item 10. Directors and Executive Officers of the Registrant —Executive Officers.”  Mr. Nasser is notcurrently an executive officer of the Company and the reference to Mr. Nasserin such table is hereby deleted.

 

In addition, the following biography of R. JamesComeaux was inadvertently omitted from the biographies of the members of the Company’sBoard of Directors.  Mr. Comeauxrecently resigned from the Board of Directors, as stated in a press releasefiled in the Company’s Current Report on Form 8-K dated May 8, 2002, but was amember of the Board of Directors at the time that the Form 10-K/A was filed.

 

*R. James Comeaux.* Mr. Comeaux is 64 years old and serves as a Director of theCompany.  He has been a Director sinceApril 1997.  Mr. Comeaux has been Presidentof Petrochemical Management Incorporated since 1993.  From 1989 to 1993, Mr. Comeaux served as President and ChiefExecutive Officer of Arcadian Corporation. He served as Senior Vice President of Fina, Inc. from 1984 to 1989.  Prior to joining Fina, Mr. Comeaux spent 17years at Gulf Oil Corporation.  Mr.Comeaux is a director of Ivex Packaging Corporation.  Mr. Comeaux received a B.S. degree in Chemical Engineering fromLamar University.

 

**Item11.  *ExecutiveCompensation***

 

The Form 10-K/ANo. 1 also described the compensation payable to directors in the firstparagraph under “Directors Compensation.” The stock option program described in such paragraph became effectivefollowing approval by the Company’s stockholders at the annual meeting in June2001.  As a result of its adoption,directors are now paid for their services as directors solely in shares of theCompany Common Stock.  The cash paymentsto Mr. Nasser and Mr. Young recited in such paragraph were pursuant to theprevious policy for compensating directors, for attendance in person atmeetings of the Board.  In addition, noadditional compensation was paid to Mr. Nasser for his services as Chairman ofthe Board other than that which was payable to all other non-employeedirectors.

 

 

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**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 
| **ENCHIRA BIOTECHNOLOGY CORPORATION** |
|---------------------------------------|
|                                  |   |
| By:                                   | /s/ Paul G. Brown, III |
|                                  | Paul G. Brown, III, President |

Dated:  May 8,2002

 

 

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