1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2000 Commission File No. 0-4829-03 A. Nabi - Rockville Savings & Retirement Plan B. Nabi 5800 Park of Commerce Blvd., NW Boca Raton, FL 33487 (561) 989-5800
2 NABI - ROCKVILLE SAVINGS AND RETIREMENT PLAN TABLE OF CONTENTS Report of Independent Certified Public Accountants.........................3 Financial Statements Statements of Net Assets Available for Benefits............................4 Statement of Changes in Net Assets Available for Benefits..................4 Notes to Financial Statements..............................................5 Signature ................................................................8 Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year).............9 Index to Exhibits ........................................................10 2
3 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Participants and Administrator of Nabi - Rockville Savings and Retirement Plan We have audited the accompanying statements of net assets available for benefits of Nabi - Rockville Savings and Retirement Plan as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000 and 1999, and the changes in its net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2000, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP Miami, Florida June 22, 2001 3
4 NABI - ROCKVILLE SAVINGS AND RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, --------------------------- 2000 1999 ---------- ---------- ASSETS Investments, at fair value $4,034,084 $4,452,823 Receivables: Contribution from employer 58,310 68,888 Contribution from plan participants 9,713 -- ---------- ---------- Net assets available for benefits $4,102,107 $4,521,711 ========== ========== SEE ACCOMPANYING NOTES. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2000 Additions: Investment results: Net depreciation in fair value of investments $ (840,137) Interest and dividend income 267,820 Contributions: From employer 58,310 From plan participants 490,185 ---------- Total additions (23,822) Deductions: Benefits paid to participants 375,850 Administrative expenses 19,932 ---------- Total deductions 395,782 ---------- Net decrease (419,604) Net assets available for benefits at beginning of year 4,521,711 ---------- Net assets available for benefits at end of year $4,102,107 ========== SEE ACCOMPANYING NOTES. 4
5 NABI - ROCKVILLE SAVINGS AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN The following description of Nabi-Rockville Savings and Retirement Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. Copies of this document are available from the plan administrator. GENERAL. The Plan is a defined contribution plan covering all persons who are employed at Nabi's Rockville location. The Plan was adopted effective January 1, 1991. All employees are eligible for participation in the Plan immediately after hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS. Each year, participants may contribute up to 15% of their pre-tax annual compensation, as defined by the Plan. Participants may also contribute amounts representing distributions from other qualified retirement plans. Nabi's contributions are discretionary at the option of Nabi's Board of Directors. Nabi has contributed to the Plan an amount equal to 50 percent of each non-highly compensated employee (NHCE) contribution, up to a maximum amount equal to 2 percent of the NHCE participant's earnings. INVESTMENT OPTIONS. Upon enrollment in the Plan, a participant may direct participant and employer contributions to any of the Plan's fund options. Participants may change their investment options on a daily basis. PARTICIPANT ACCOUNTS. Each participant's account is credited with the participant's contributions and allocations of (a) employer contributions and (b) Plan investment results, and is charged with an allocation of administrative expenses. Allocations are based on participants' account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided by the participant's vested account balance. Forfeitures of non-vested employer contributions are used to offset future employer contributions. VESTING. Participants are immediately 100% vested in their individual contributions to the Plan and earnings thereon. Employer contributions and earnings thereon are vested in accordance with the following schedule: Years of Service Percentage ---------------- ---------- Less than two years - Two years 25 Three years 50 Four years 75 Five years 100 During the Plan year 2000, employer contributions in the amount of $9,650 were forfeited due to the termination of non-vested employees. This amount was applied to reduce future employer contributions. 5
6 PARTICIPANT LOANS. Participants may borrow from their fund accounts a minimum of $1,000 not to exceed the lesser of $50,000 or 50% of their vested account balances. Loan repayment periods are for a maximum of 5 years unless the loan is for the purchase of a primary residence, in which case a reasonable repayment period not to exceed 30 years is determined at the time of the loan. The loans are secured by 50% of the participant's vested account balance and bear a reasonable rate of interest based on the local prevailing rate on the date approved. Principal and interest are paid ratably through each payroll deduction. PAYMENT OF BENEFITS. Upon death, disability, retirement, termination of service, or financial hardship, participants or their designated beneficiaries may receive a lump-sum amount equal to the vested amount of their accounts. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION. The accompanying financial statements have been prepared on the accrual basis of accounting. VALUATION OF INVESTMENTS. The Plan's investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices that represent the net asset values of shares held by the Plan at year-end. The participant loans are valued at their outstanding balances, which approximate fair value. ADMINISTRATIVE EXPENSES. Fees and expenses of the Plan for legal, accounting and other administrative services may be paid directly by Nabi or, at Nabi's discretion, in whole or in part out of Plan assets. Nabi has elected for the Plan to pay substantially all administrative fees incurred by the Plan during 2000. USE OF ESTIMATES. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. 3. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's net assets at December 31, 2000 and December 31,1999 are as follows: 2000 1999 ---------- ---------- Smith Barney Corporate Trust Company: Gabelli Growth Fund $1,179,279 $1,352,687 Janus Twenty Fund 703,760 867,174 Smith Barney Government Money Market Portfolio 620,045 663,531 Dreyfus Founders Discovery Fund 483,493 * Scudder Growth & Income Fund 330,823 373,146 Baron Asset Fund * 612,760 * Investment not greater than 5% 6
7 4. PLAN TERMINATION Although it has not expressed any intent to do so, Nabi has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. 5. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated April 14, 1995, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. The Plan has been amended since receiving the determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets per the financial statements to the Form 5500 which Nabi expects to file by July 31, 2001: December 31, 2000 ------------ Net assets available for benefits per the financial statements $4,102,107 Benefits approved but unpaid (14,239) ---------- Net assets available for benefits per the Form 5500 $4,087,868 ========== The following is a reconciliation of the benefits paid per the financial statements to the Form 5500: Year Ended December 31, 2000 ------------ Benefits paid per the financial statements $375,850 Amounts allocated on Form 5500 to withdrawn participants at December 31, 2000 14,239 -------- Benefits paid per the Form 5500 $390,089 ======== Amounts allocated to withdrawn participants are recorded on the Form 5500 as benefits paid including benefits that have been processed and approved for payment prior to year-end but not yet paid. 7
8 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Nabi, as plan administrator, has duly caused this annual report to be signed by the undersigned hereunto duly authorized. NABI - ROCKVILLE SAVINGS & RETIREMENT PLAN Date: June 29, 2001 By: /s/ Mark L. Smith -------------------------------------- Mark L. Smith Vice President, Finance and Chief Financial Officer 8
9 Nabi-Rockville Savings and Retirement Plan EIN: 59-1212264 Plan No.: 002 Schedule H, Line 4i-- Schedule of Assets (Held at End of Year) December 31, 2000 (c) (b) Description of Investment, Including (e) Identity of Issue, Borrower, Maturity Date, Rate of Interest, Current (a) Lessor, or Similar Party Collateral, Par, or Maturity Value Value - ------------------------------------------------------------------------------------------------------------------- * Smith Barney Corporate Trust Gabelli Growth Fund $1,179,279 Janus Twenty Fund 703,760 Smith Barney Government Money Market Portfolio 620,045 Dreyfus Founders Discovery Fund 483,493 Scudder Growth & Income Fund 330,823 Lazard International Equity Portfolio 185,985 Skyline Special Equities Portfolio 140,778 Strong Government Securities Fund 101,812 Loomis Sayles Bond Fund 55,496 Warburg Pincus Emerging Markets Fund 39,817 Warburg Pincus Global Fixed-Income Fund 28,486 Pilgrim GNMA Income Fund 9,625 Neuberger Berman Focus Trust 114 *Nabi Common Stock 73,530 Participant Loans Interest rates between 9.25% - 10.00% 81,041 ---------- $4,034,084 ========== * Represents a party in interest Note: Cost information has not been included in column (d) because all investments are participant-directed. 9
10 INDEX TO EXHIBITS Exhibits - -------- 23.1 Consent of Ernst & Young LLP 10
1 Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-38866) pertaining to Nabi-Rockville Savings and Retirement Plan of our report dated June 22, 2001, with respect to the financial statements and supplemental schedule of Nabi-Rockville Savings and Retirement Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2000. /s/ Ernst & Young LLP Miami, Florida June 22, 2001