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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2004 OR o
    
    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. 001-15281 
 ZONAGEN, INC. (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction of
incorporation or organization)
    
    76-0233274
(IRS Employer
Identification No.)2408 Timberloch Place, Suite B-1
The Woodlands, Texas
(Address of principal executive offices)
    
    77380
(Zip code)
 (281) 719-3400
(Registrants telephone number, including area code)
 Securities Registered
Pursuant to Section 12(b) of the Act : Name of EachTitle of Each Class
    
    Exchange on Which RegisteredCommon Stock, $.001 par value
    
    Pacific Exchange, Inc.Rights to purchase Series One Junior
    
    Pacific Exchange, Inc.Participating Preferred Stock
 Securities Registered
Pursuant to Section 12(g) of the Act:
 Name of EachTitle of Each Class
    
    Exchange on Which RegisteredCommon Stock, $.001 par value
    
    Nasdaq SmallCap MarketRights to purchase Series One Junior
    
    Nasdaq SmallCap MarketParticipating Preferred Stock
 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 þ 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. þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act). Yes o No þ The aggregate market value of the voting stock held by non-affiliates of the registrant was
approximately $11,000,000 as of June 30, 2004, the last business day of the registrants most
recently completed second fiscal quarter, based on the closing sales price of the registrants
common stock on the Nasdaq National Market on such date of $2.56 per share. For purposes of the
preceding sentence only, all directors, executive officers and beneficial owners of ten percent or
more of the shares of the registrants common stock are assumed to be affiliates. As of December 31, 2004, there were 4,992,901 common shares outstanding and as of March 16, 2005,
there were 10,079,601 shares of the registrants common stock outstanding.




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesSIGNATURESINDEX TO EXHIBITSCertification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906    Table of Contents  EXPLANATORY NOTE We are filing this amendment to our Annual Report on Form 10-K, originally filed with the
Securities and Exchange Commission on March 30, 2005, solely for the purpose of amending and
supplementing Part III of the Annual Report on Form 10-K. This amendment changes our Annual Report
only by including the information required by Part III (Items 10, 11, 12, 13 and 14) of Form 10-K.
In addition, we are also including Exhibits 31.1, 31.2, 32.1 and 32.2 as required by the filing of
this amendment. 
 PART III 
 Item 10.Directors and Executive Officers of the Registrant Directors The names of the Companys directors, and certain additional information with respect to
each of them, are set forth below. Year FirstBecameName
    
    Age
    
    
    Position with the Company
    

    DirectorJoseph S. Podolski
    
    
    57
    
    
    President and Chief Executive
    
    
    1992Officer and DirectorLouis Ploth, Jr.
    
    
    51
    
    
    Vice President, Business
    
    
    2004Development, Chief FinancialOfficer and Secretary and DirectorDaniel F. Cain
    
    
    59
    
    
    Director
    
    
    2004Jean L. Fourcroy, M.D., Ph.D., M.P.H.
    
    
    74
    
    
    Director
    
    
    2004Nola Masterson
    
    
    58
    
    
    Director
    
    
    2004David Poorvin, Ph.D.
    
    
    58
    
    
    Director
    
    
    2004
 Joseph S. Podolski. Mr. Podolski joined the Company in 1989 as Vice President of Operations
and has served as President and Chief Executive Officer of the Company and as a director since
1992. Previously, Mr. Podolski spent twelve years in various engineering, product development and
manufacturing positions at G.D. Searle, a subsidiary of Monsanto Company. Before joining Monsanto,
Mr. Podolski held positions in manufacturing, engineering, quality control and development of fine
chemicals, antibiotics, pharmaceuticals and hospital products with Abbott Laboratories, Dearborn
Chemical Company and Baxter Pharmaceuticals. Mr. Podolski holds a M.S. degree in chemical
engineering from the Illinois Institute of Technology. 
 Louis Ploth, Jr. Since January 2001, Mr. Ploth has served as Chief Financial Officer, Vice
President, Business Development and Secretary. He served as Vice President, Finance from March
1999 to January 2001. He had previously served as Chief Financial Officer and Vice President,
Business Development from 1993 to 1998 and as Chief Financial Officer from 1998 to March 1999 at
which time he also served as General Manager of Fertility Technologies, Inc., a former subsidiary
of the Company. Previously, Mr. Ploth was employed by Unisyn Technologies where he served
concurrently as Chief Financial Officer and as Vice President of Finance and Administration. Mr.
Ploth was also Corporate Controller of Synbiotics Corporation.
Mr. Ploth has over 23 years of
corporate financial and business development experience, with over 19 years experience in the
biotechnology industry. Mr. Ploth has a B.S. degree from Montclair State College. 
 Daniel F. Cain. Since October 1994, Mr. Cain has provided consulting services for small
businesses. Since May 2000, he has also served as acting chief executive officer of Wireless
Medical, Inc., a Colorado-based medical device company, and Enet Biz, a Colorado-based consulting
firm. From 1969 to 1994, Mr. Cain held various positions with Miles Laboratories, Inc., Hexcel
Corporation, Scripps-Miles, Inc., Synbiotics Corporation and Heska Corporation. Mr. Cain has 35
years of broad business experience including 26 years with medical companies. Sixteen of these
years were with three different biotech startup companies, one of which he co-founded. Mr. Cain has
held a wide variety of executive level management positions including chief executive officer,
president and chief financial officer. Mr. Cain earned a B.S. degree from LeTourneau College and a
M.B.A. degree from Indiana University. Jean L. Fourcroy, M.D., Ph.D., M.P.H. Dr. Fourcroy was engaged as a Medical Officer with the
U.S. Food and Drug Administration (the FDA) from 1988 to 2001. Since leaving the FDA, Dr.
Fourcroy has been a consultant to the industry and a featured speaker and panel member in numerous
meetings and symposia. Dr. Fourcroy is a member of the Board of Directors of the U.S. Anti-Doping
Agency and is a Past President of the American Medical Womens Association. Dr. Fourcroy is the
recipient of a 1998 American Urological Association Presidential Citation Award, the 1999 Camille
Mermod Award from the American Medical Womens Association, and an Outstanding Service Award
from the American Society of Andrology in April 2000. Dr. Fourcroy received her M.D. from the
Medical College of 1




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Pennsylvania and her Ph.D. from the University of California at San Francisco.
Her surgery and urology residencies were completed at George Washington University Medical Center
with Board Certification in Urology in 1981. In 1999, she received her Masters in Public Heath
from the Medical College of Wisconsin. Nola Masterson.Ms. Masterson has 29 years of experience in the life science industry. Ms.
Masterson has been the chief executive officer of Science Futures Inc., an investment and advisory
firm, since 1982. Ms. Masterson is currently Managing Member and General Partner of Science
Futures LLC, I, II & III, which are all venture capital funds invested in life science funds and
companies. She also serves as a Senior Advisor to TVM Techno Venture Management, an international
venture capital company. Ms. Masterson was the first biotechnology analyst on Wall Street, working
with Drexel Burnham Lambert and Merrill Lynch, and is a co-founder of Sequenom, Inc., a genetic
analysis company located in San Diego and Hamburg, Germany. She also started the BioTech Meeting
in Laguna Nigel, CA, the annual Biopharmaceutical Conference in Europe, and was nominated to the
100 Irish American Business List in 2003. Ms. Masterson began her career at Ames Company, a
division of Bayer, and spent eight years at Millipore Corporation in sales and sales management.
She received her Masters in Biological Sciences from George Washington University, and continued
Ph.D. work at the University of Florida. David Poorvin, Ph.D.Dr. Poorvin has over 30 years of experience in the pharmaceutical
industry and is currently an Executive-in-Residence at Oxford Bioscience Partners, a venture
capital company. Dr. Poorvin also is engaged in private consulting for biotech companies. At the
end of 2003, Dr. Poorvin retired from Schering-Plough Corporation as Vice President of their
Business Development operations where he negotiated licenses, joint ventures and acquisitions of
pharmaceutical products and research technologies. Dr. Poorvins career at Schering Plough from
1981 to 2003 included 14 years in Business Development as well as tenure as the Director of
Clinical Research at Schering-Plough, a position he also held at Pfizer Pharmaceuticals from 1977
to 1981. He was responsible for several NDA programs and product approvals at both companies,
including such drugs as Procardia and Imdur. Dr. Poorvin started his career in the pharmaceutical
industry at Lederle Laboratories from 1973 to 1977, where he directed pre-clinical research in the
cardiovascular area. He received his B.A. degree from Hunter College of the City University of New
York and his Ph.D. from Rutgers University. Audit Committee The Board of Directors has an Audit Committee, which is currently comprised of Mr. Cain,
Chairman, Ms. Masterson and Dr. Poorvin. As required by The Nasdaq Stock Market and the Securities
and Exchange Commission (the Commission) rules regarding audit committees, the Board of Directors
has reviewed the qualifications of its Audit Committee and has determined that none of the current
members of the Audit Committee have a relationship with the Company that might interfere with the
exercise of their independence from the Company or its management and has determined that each
member of the Audit Committee is independent, as independence is defined in the listing standards
for The Nasdaq Stock Market. The Board of Directors has determined that Mr. Cain, Chairman of the
Audit Committee, is an audit committee financial expert as described in Item 401(h) of Regulation
S-K. Executive Officers Set forth below is certain information concerning the executive officers of the Company,
including the business experience of each during the past five years. Name
    
    Age
    
    
    PositionJoseph S. Podolski
    
    
    57
    
    
    President, Chief Executive Officer, and DirectorLouis Ploth, Jr.
    
    
    51
    
    
    Vice President, Business Development, ChiefFinancial Officer, Secretary and Director
 Information pertaining to Messrs. Podolski and Ploth, who are both directors and executive
officers of the Company, may be found in   Directors. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Companys directors and officers, and persons who own more than 10% of the Common Stock, to file
initial reports of ownership and reports of changes in
ownership (Forms 3, 4, and 5) of Common Stock with the Securities and Exchange Commission (the
SEC). Officers, 2




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directors and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all such forms that they file. To the Companys knowledge, based solely on the Companys review of the copies of such reports
received by the Company and on written representations by certain reporting persons that no reports
on Form 5 were required, the Company believes that during the fiscal year ended December 31, 2004,
all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders
were complied with in a timely manner. Code of Ethics The Company has adopted a Code of Business Conduct and Ethics for directors, officers and
employees and a Code of Ethics for Senior Financial Officers, which are available on the Corporate
Governance Section of the Companys website at http://www.zonagen.com. If any substantive
amendments are made to either code, the nature of such amendment will be disclosed on the Companys
website. In addition, if a waiver from either code is granted to an executive officer, director or
principal accounting officer, the nature of such waiver will be disclosed on the Companys website. 
 Item 11.Executive Compensation Directors Meetings and Compensation The Companys operations are managed under the broad supervision of the Board of Directors,
which has ultimate responsibility for the establishment and implementation of the Companys general
operating philosophy, objectives, goals and policies. Our Board is currently comprised of a
majority of independent directors. The Board has determined that Drs. Fourcroy and Poorvin, Mr.
Cain and Ms. Masterson are independent as independence is defined under the listing standards for
The Nasdaq Stock Market. The Board based these determinations primarily on a review of the
responses our directors provided to questions regarding employment and compensation history,
affiliations and family and other relationships. During 2004, the Board of Directors convened on 11
occasions. All directors attended at least 75% of the meetings held by the Board and any committee
of the Board on which he or she served during his or her tenure in 2004. The Companys current
policy is to have its directors attend the Companys annual meeting of stockholders. All of the
Companys directors were available at the Companys 2004 annual meeting of stockholders. Employee directors do not receive additional compensation for service on the Board of
Directors or its committees. The Company reimburses each non-employee director for travel expenses
incurred in connection with attendance at Board meetings. For regular board and Committee meetings
attended in person or telephonically, non-employee directors currently receive $2,000 per meeting
in cash. Employee directors are eligible to participate in the Companys 2004 Employee and
Consultant Stock Option Plan (the Incentive Plan). Non-employee directors are entitled to
participate in the Companys 2000 Non-employee Directors Stock Option Plan (the 2000 Director
Plan). Under the 2000 Director Plan, (i) each non-employee director who is first elected to the Board
is entitled to receive an option to purchase 40,000 shares of the Companys Common Stock on the
date on which he first becomes a non-employee director, and (ii) each non-employee director in
office immediately after each subsequent annual meeting of stockholders will receive an option to
purchase 5,000 shares of Common Stock effective on such date. Additionally under the 2000 Director
Plan, the Chairman of the Board (if a non-employee) who is first elected to the Board is entitled
to receive an option to purchase 10,000 shares of Common Stock on the date on which he first
becomes Chairman, and the Chairman (if a non-employee) in office immediately after each subsequent
annual meeting of stockholders will receive an option to purchase 10,000 shares of Common Stock
effective on such date. The Company has not had a Chairman of the Board since January 2004. During 2004, the Company paid an aggregate of $53,000 to its non-employee directors. The
Company granted options to purchase an aggregate of 215,000 shares of Common Stock to non-employee
directors during 2004. 3




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Compensation of Executive Officers Summary Compensation Table The following table provides certain summary information concerning compensation paid or
accrued during the last three years to the Companys President and Chief Executive Officer and to
the Companys other executive officer who had compensation in excess of $100,000 during the last
fiscal year (the Named Executive Officers): 
 Annual Compensation
    
    
    Long-Term CompensationRestricted
    
    
    SecuritiesStock
    
    
    Underlying
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Options
    
    
    Compensation(1)Joseph S. Podolski
    
    
    2004
    
    
    $
    298,898
    
    
    
    
    
    
    
    
    
    
    
    272,866
    
    
    $
    6,000
    (2)President and Chief Executive
    
    
    2003
    
    
    $
    280,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,000
    (2)Officer
    
    
    2002
    
    
    $
    272,708
    
    
    
    
    
    
    $
    26,500
    
    
    
    275,000
    
    
    $
    6,000
    (2)Louis Ploth, Jr.
    
    
    2004
    
    
    $
    187,533
    
    
    
    
    
    
    
    
    
    
    
    165,383
    
    
    
    Vice President, Business
    
    
    2003
    
    
    $
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Development, Chief Financial Officer
    
    
    2002
    
    
    $
    150,000
    
    
    
    
    
    
    $
    26,500
    
    
    
    
    
    
    
    and Secretary
 
   (1)
    
    During the periods indicated, perquisites for each individual named in the Summary
Compensation Table aggregated less than 10% of the total annual salary and bonus reported for
such individual in the Summary Compensation Table. Accordingly, no such amounts are included
in the Summary Compensation Table.(2)
    
    Represents car allowance. 4




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Option Grants in 2004 The following table provides certain information with respect to options granted to the
President and Chief Executive Officer and the other Named Executive Officer during the fiscal year
ended December 31, 2004 under the Companys Incentive Plan: Potential Realizable Value atAssumed Annual Rates of StockPrice Appreciation for OptionIndividual Grants
    
    
    Term(1)Number of
    
    
    Percent ofSecurities
    
    
    Total Options
    
    
    
    
    
    
    MarketUnderlying
    
    
    Granted to
    
    
    
    
    
    
    Price onOptions
    
    
    Employees in
    
    
    Exercise
    
    
    Date of
    
    
    ExpirationName
    
    Granted(1)
    
    
    Fiscal Year
    
    
    Price
    
    
    Grant
    
    
    Date
    
    
    0%
    
    
    5%
    
    
    10%Joseph S. Podolski
    
    
    272,866
    (2)
    
    
    45.4
    %
    
    $
    2.72
    
    
    $
    2.72
    
    
    
    3/29/2014
    
    
    
    
    
    
    $
    466,763
    
    
    $
    1,182,869Louis Ploth, Jr.
    
    
    165,383
    (2)
    
    
    27.5
    %
    
    $
    2.72
    
    
    $
    2.72
    
    
    
    3/29/2014
    
    
    
    
    
    
    $
    282,903
    
    
    $
    716,932
   (1)
    
    The Securities and Exchange Commission (the SEC) requires disclosure of the potential
realizable value or present value of each grant. The disclosure assumes the options will be
held for the full 10-year term prior to exercise. Such options may be exercised prior to the
end of such 10-year term. The actual value, if any, an executive officer may realize will
depend on the excess of the stock price over the exercise price on the date the option is
exercised. There can be no assurance that the stock price will appreciate at the rates shown
in the table.(2)
    
    Of the total number of shares issuable upon exercise of such options, 58,561 shares issuable
upon exercise of Mr. Podolskis options and 20,925 shares issuable upon exercise of Mr.
Ploths options related to performance-based options which were tied to certain milestones to
be achieved by January 25, 2005 and some of these milestones were not achieved. As a result,
only 46,848 shares issuable upon exercise of Mr. Podolskis performance-based options and
16,740 shares issuable upon exercise of Mr. Ploths performance-based options remain
outstanding and have vested. Options to purchase 11,713 shares and 4,185 shares for Messrs.
Podolski and Ploth, respectively, have terminated as a result. Option Exercises and Holdings The following table sets forth information concerning option exercises and the value of
unexercised options held by the President and Chief Executive Officer and the other Named Executive
Officer of the Company named in the Summary Compensation Table as of the end of the last fiscal
year: AGGREGATED OPTION EXERCISES IN 2004
AND OPTION VALUES AT DECEMBER 31, 2004 Number of Securities
    
    
    Value of UnexercisedUnderlying Unexercised
    
    
    In-The-MoneyShares
    
    
    
    
    
    
    Options Held at
    
    
    Options Held atAcquired on
    
    
    Value
    
    
    December 31, 2004
    
    
    December 31, 2004(1)Name
    
    Exercise (#)
    
    
    Realized ($)
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisableJoseph S. Podolski
    
    
    
    
    
    
    
    
    
    
    298,282
    
    
    
    397,871
    
    
    $
    256,854
    
    
    $
    241,822Louis Ploth, Jr.
    
    
    
    
    
    
    
    
    
    
    179,592
    
    
    
    108,306
    
    
    $
    178,807
    
    
    $
    172,653
   (1)
    
    Computed based on the difference between aggregate fair market value and aggregate
exercise price. The fair market value of the Companys Common Stock on December 31, 2004 was
$4.33, based on the closing sales price on the Nasdaq Stock Market on December 31, 2004. Employment Agreements The Company has employment agreements with Messrs. Podolski and Ploth which provide for
current annual salaries of $300,000 and $190,000, respectively. The agreements provide that the
Company will pay Messrs. Podolski and Ploth an annual incentive bonus as may be approved by the
Board of Directors and that they are entitled to participate in all employee benefit plans
sponsored by the Company. Mr. Podolskis employment agreement provides for automatic annual renewals each January unless
terminated in writing by either party. If terminated for reasons other than cause, Mr. Podolski is
entitled to receive his annual base salary and certain employment benefits for 1 year following
termination. In addition, he is entitled to the following severance payments in the event he is
terminated without cause or resigns for good reason within 12 months following a change of control:
a cash lump sum payment equal to the present value of the aggregate amount of payments set forth
below, in which the present value is determined as of the closing date of the change of control
transaction (as if he was 5




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terminated or had resigned on such date). Mr. Podolski has agreed to defer payment of such
amount, and in lieu of such lump sum payment, he will receive the payments listed in the following
table. All of the payments listed below, other than the first payment made at the closing of a
change of control, would be made out of an irrevocable Rabbi Trust which would be funded by the
Company immediately prior to the closing of a change of control transaction: Amount of payment
    
    Payment due dateCurrent base salary
    
    On the closing of the change of control transaction$150,000
    
    1st anniversary after closing$150,000
    
    2nd anniversary after closing$150,000
    
    3rd anniversary after closing$150,000
    
    4th anniversary after closing$125,000
    
    5th anniversary after closing$75,000
    
    6th anniversary after closing
 Finally, Mr. Podolski is entitled to acceleration of all unvested options and an
extension of the period of exercisability of his options for a 2 year period following the closing
of a change of control transaction and is entitled to receive benefits coverage for a period of 12
months following his termination. Mr. Ploths employment agreement expires in October 2005 with automatic annual renewals unless
otherwise terminated by either party. If terminated for reasons other than cause, Mr. Ploth is
entitled to salary and certain employment benefits for 6 months following termination. Mr. Ploth is entitled to receive a lump sum payment upon the closing of a change of control
transaction, regardless of whether he is terminated or continues with the combined company, in an
amount equal to his current base salary at the time of the closing. In addition, Mr. Ploth is
entitled to acceleration of all unvested options and an extension of the period of exercisability
of his options for a 2 year period following the closing of a change of control, and he is entitled
to receive benefits coverage for a period of 12 months following closing. Compensation and Option Committee Interlocks and Insider Participation The Compensation and Option Committee currently consists of Ms. Masterson and Dr. Poorvin.
During fiscal 2004, no executive officer of the Company served as (i) a member of the compensation
committee (or other board committee performing equivalent functions) of another entity, one of
whose executive officers served on the Compensation Committee of the Board of Directors, (ii) a
director of another entity, one of whose executive officers served on the Compensation Committee of
the Board of Directors of the Company or (iii) a member of the compensation committee (or other
board committee performing equivalent functions) of another entity, one of whose executive officers
served as a director of the Company. 6




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Item 12. Security Ownership of Certain Beneficial Owners and Management The following table presents certain information regarding the beneficial ownership of Common
Stock as of March 31, 2005 by (i) each person who is known by the Company to own beneficially more
than 5% of the outstanding shares of Common Stock, (ii) each director and nominee for director of
the Company, (iii) the Companys Chief Executive Officer and the other Named Executive Officer, and
(iv) all directors and executive officers as a group. Amount andNature ofBeneficialOwnership of
    
    
    Percentage ofName of Beneficial Owner
    
    Common Stock(1)
    
    
    Class(2)Joseph Edelman
    
    
    750,000
    (3)
    
    
    7.4
    %850 Third Avenue, 8th FloorNew York, New York 10022BVF Partners L.P.
    
    
    582,743
    (4)
    
    
    5.8
    %227 West Monroe, Suite 4800Chicago, Illinois 60606Jeffrey R. Jay, M.D.
    
    
    510,500
    (5)
    
    
    5.1
    %2 Pickwick Plaza, Suite 450Greenwich, Connecticut 06830Daniel F. Cain
    
    
    16,666
    (6)
    
    
    *Jean L. Fourcroy, M.D., Ph.D., M.P.H
    
    
    16,666
    (6)
    
    
    *Nola E. Masterson
    
    
    6,666
    (7)
    
    
    *Joseph S. Podolski
    
    
    397,763
    (8)
    
    
    3.8
    %Louis Ploth
    
    
    216,314
    (9)
    
    
    2.1
    %David Poorvin, Ph.D.
    
    
    6,666
    (7)
    
    
    *All directors and executive officers
as a group (6 persons)
    
    
    660,741
    (6)-(9)
    
    
    6.2
    %
   *
    
    Does not exceed 1%.(1)
    
    Unless otherwise noted, the Company believes that all persons named in the table have sole
voting and investment power with respect to all shares of Common Stock beneficially owned by
such persons.(2)
    
    In accordance with the rules of the Securities and Exchange Commission, each beneficial
owners percentage ownership assumes the exercise or conversion of all options, warrants and
other convertible securities held by such person and that are exercisable or convertible
within 60 days after March 31, 2005.(3)
    
    Based on information contained in a Schedule 13G dated February 7, 2005, Mr. Edelman has sole
voting and dispositive power with respect to all of the shares, which include (i) 675,000
shares held by Perceptive Life Sciences Master Fund Ltd., a Cayman Islands company of which
the investment manager is Perceptive Advisors LLC, a Delaware limited liability company, of
which Mr. Edelman is the managing member, and (ii) 75,000 shares held in an account of First
New York Trading, LLC, of which Mr. Edelman has sole voting and dispositive power.(4)
    
    Based on information contained in a Schedule 13G/A dated February 13, 2004, BVF Partners L.P.
shares voting and dispositive power with respect to all of the shares listed above with its
general partner, BVF Inc., on behalf of the following entities with which it shares voting and
dispositive power in the following amounts: Biotechnology Value Fund, L.P., 221,443 shares;
Biotechnology Value Fund II, L.P., 116,138 shares; BVF Investments, L.L.C., 217,862 shares;
and Investment 10, L.L.C., 27,300 shares.(5)
    
    Based on information contained in a Schedule 13G dated April 21, 2005, Dr. Jay shares voting
and dispositive power with respect to all of the shares listed above with Great Point
Partners, LLC, of which Dr. Jay is senior managing member. Great Point Partners is the
investment manager of Biomedical Value Fund, L.P., which owns 290,985 shares, and Biomedical
Offshore Value Fund, Ltd., which owns 219,515 shares.(6)
    
    Includes 16,666 shares issuable upon exercise of options.(7)
    
    Includes 6,666 shares issuable upon exercise of options.(8)
    
    Includes (i) 300 shares of Common Stock which are held by certain of Mr. Podolskis family
members and (ii) 298,282 shares of Common Stock issuable upon the exercise of options. Mr.
Podolski disclaims beneficial ownership of the shares owned by his family members.(9)
    
    Includes 183,592 shares of Common Stock issuable upon the exercise of options. 7




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Equity Compensation Plan Information The following table provides information as of December 31, 2004, regarding compensation plans
(including individual compensation arrangements) under which equity securities are authorized for
issuance: Number of securities remainingNumber of securities to
    
    Weighted-average
    
    available for future issuancebe issued upon exercise
    
    exercise price of
    
    under equity compensation plansof outstanding options,
    
    outstanding options,
    
    (excluding securities shown inPlan category
    
    warrants and rights
    
    warrants and rights
    
    the first column)Equity compensation
plans approved by
shareholders(1)
    
    1,786,846
    
    $4.77
    
    798,536Equity compensation
plans not approved
by shareholders
    
    ___
    
    ___
    
    ___Total
    
    1,786,846
    
    $4.77
    
    798,536
   (1)
    
    Consists of shares of Common Stock issued or remaining available for issuance under the
Incentive Plan, 2004 Stock Option Plan and 2000 Director Plan. The material terms of the 2000
Director Plan are described above under Directors Meetings and Compensation. 
 Item 13.Certain Relationships and Related Transactions None. 
 Item 14.Principal Accountant Fees and Services The following table sets forth the aggregate fees billed to the Company by its independent
registered public accounting firm, PricewaterhouseCoopers LLP, for fiscal years ended December 31,
2004 and 2003, respectively: 2004
    
    
    2003Audit Fees
    
    $
    302,978
    
    
    $
    127,150Audit Related Fees
    
    
    0
    
    
    
    70,300Tax Fees
    
    
    4,500
    
    
    
    9,250All Other Fees
    
    
    0
    
    
    
    0Total Fees
    
    $
    307,478
    
    
    $
    206,700
 The services provided under the caption Audit Fees for 2004 and 2003 were for professional
services rendered for audits of the Companys financial statements and the Companys self tender
offer. $210,178 in services provided under the caption Audit Fees for 2004 relate to accounting
consultation services performed in connection with the Companys public offering completed in
February 2005 and services related to securities matters. Services provided under the caption
Audit Related Fees for 2003 relate to due diligence and accounting consultation services
performed in connection with the companys now-terminated
transaction with Lavipharm Corporation. The services provided under the caption Tax Fees for
2004 and 2003 relate to certain compliance related services and tax advice to the Company. The
Audit Committee considered whether the provision of the services reflected under Tax Fees above
might have affected PricewaterhouseCoopers independence with respect to their audit of the
Companys financial statements, and the Audit Committee believes that such services did not affect,
and were compatible with, PricewaterhouseCoopers independence. Audit Committee Pre-Approval Policies and Procedures The Audit Committees policy provides that the Companys independent registered public
accounting firm (the Audit Firm) may provide only those services pre-approved by the Audit
Committee or its designated subcommittee. The 8




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Audit Committee annually reviews and pre-approves the
audit, review, attest and permitted non-audit services to be provided during the next audit cycle
by the Audit Firm. To the extent practical, at the same meeting the Audit Committee also reviews
and approves a budget for each of such services. The term of any such pre-approval is for the
period of the annual audit cycle, unless the Audit Committee specifically provides for a different
period. Services proposed to be provided by the Audit Firm that have not been pre-approved during the
annual review and the fees for such proposed services must be pre-approved by the Audit Committee
or its designated subcommittee. Additionally, fees for previously approved services that are
expected to exceed the previously approved budget must also be pre-approved by the Audit Committee
or its designated subcommittee. All requests or applications for the Audit Firm to provide services to the Company must be
submitted to the Audit Committee or its designated subcommittee by the Audit Firm and the Chief
Financial Officer and must include a joint statement as to whether, in their view, the request or
application is consistent with applicable laws, rules and regulations relating to auditor
independence. It is the Companys policy that if any of its employees or any representative of the
Audit Firm becomes aware that any services are being, or have been, provided by the Audit Firm to
the Company without the requisite pre-approval, such individual must immediately notify the Chief
Financial Officer, who must promptly notify the Chairman of the Audit Committee and appropriate
members of senior management so that prompt action may be taken to the extent deemed necessary or
advisable. The Audit Committee may form and delegate to a subcommittee composed of one or more of its
members, the authority to grant specific pre-approvals under its policy with respect to audit,
review, attest and permitted non-audit services, provided that any such grant of pre-approval shall
be reported to the full Audit Committee no later than its next scheduled meeting. The Audit
Committee may not delegate to management its responsibilities to pre-approve services performed by
the Audit Firm. 9




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. ZONAGEN, INC.By:
    /s/   Joseph S. PodolskiJoseph S. PodolskiPresident and Chief Executive Officer Dated: April 29, 2005 10




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INDEX TO EXHIBITS 31.1
    
    
    
    
    Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange
Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)31.2
    
    
    
    
    Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange Act,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)32.1
    
    
    
    
    Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)32.2
    
    
    
    
    Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)