-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dijw0dZAaHnGPSFbyiQQW/Yqz24APx+J4yPX3G6PYl8qB0aYfYDI6PYdDGzMGnrs Mz5tmRHJnGAPmJcXwKgwYA== 0000891618-97-003021.txt : 19970728 0000891618-97-003021.hdr.sgml : 19970728 ACCESSION NUMBER: 0000891618-97-003021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970722 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970725 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELTRIX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000871395 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943121462 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18976 FILM NUMBER: 97645491 BUSINESS ADDRESS: STREET 1: 3055 PATRICK HENRY DR CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089882500 MAIL ADDRESS: STREET 2: 3055 PATRICK HENRY DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: CELTRIX LABORATORIES INC DATE OF NAME CHANGE: 19600201 8-K 1 FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 22, 1997 Commission File Number: 0-18976 CELTRIX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-3121462 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 3055 Patrick Henry Drive, Santa Clara, CA 95054-1815 (Address of principal executive offices and zip code) Registrant's Telephone Number: (408) 988-2500 2 ITEM 5. OTHER EVENTS On July 22, 1997, Celtrix Pharmaceuticals, Inc., a Delaware corporation (the "Company") announced First Quarter Financial Results. Further details regarding this announcement are contained in the Company's news release dated July 22, 1997, attached as exhibit hereto and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (A) EXHIBITS Exhibit 21 Celtrix Pharmaceuticals, Inc. News Release dated July 22, 1997. 3 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. CELTRIX PHARMACEUTICALS, INC. (Registrant) Date: July 22, 1997 By: /s/ ANDREAS SOMMER ----------------------------------------------- Andreas Sommer President and Chief Executive Officer 4 CELTRIX PHARMACEUTICALS, INC. INDEX TO EXHIBITS
Exhibit Number -------------- Exhibit 21 Celtrix Pharmaceuticals, Inc. Press Release dated July 22, 1997.
5 CELTRIX PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
June 30, March 31, 1997 1997 ----------- ----------- (unaudited) ASSETS Current assets: Cash, cash equivalents and short-term investments $ 16,724 $ 5,788 Receivables and other current assets 184 197 ----------- ----------- Total current assets 16,908 5,985 Property and equipment, net 8,023 8,423 Intangible and other assets, net 2,603 2,548 ----------- ----------- $ 27,534 $ 16,956 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 1,330 $ 1,380 Short-term debt and lease obligations 209 328 ----------- ----------- Total current liabilities 1,539 1,708 Deferred rent 1,001 1,038 Stockholders' equity 24,994 14,210 ----------- ----------- $ 27,534 $ 16,956 =========== ===========
6 CELTRIX PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (unaudited)
Three Months Ended June 30, ---------------------------------- 1997 1996 ------------ ------------ Revenues: Other revenues $ 24 $ 42 ------------ ------------ 24 42 Costs and expenses: Research and development 3,005 2,703 General and administrative 548 445 ------------ ------------ 3,553 3,148 ------------ ------------ Operating loss (3,529) (3,106) Interest income, net 224 163 Gain on sale of investment in Prograft Medical, Inc. 737 -- ------------ ------------ Net loss $ (2,568) $ (2,943) ============ ============ Net loss per share $ (0.12) $ (0.19) ============ ============ Shares used in computing net loss per share 20,985 15,220 ============ ============
EX-21 2 PRESS RELEASE DATED JULY 22, 1997 1 [CELTRIX LOGO] LETTERHEAD NEWS RELEASE CONTACT: Andreas Sommer, Ph.D. President and Chief Executive Officer (408) 988-2500 CELTRIX REPORTS FIRST QUARTER RESULTS SANTA CLARA, CA -- July 22, 1997 -- For the first quarter ended June 30, 1997, Celtrix Pharmaceuticals, Inc. (Nasdaq: CTRX) reported revenues of $24,000 and a net loss of $2,568,000, or $0.12 per share. Operating expenses of $3,553,000 were offset in part by a $737,000 gain on investment from the sale of Prograft Medical, Inc. securities held by Celtrix since 1993. At June 30, 1997, Celtrix had $16,724,000 in cash and investments, which included $13,353,000 million in net proceeds from a private placement in April 1997. In comparison, revenues for the first quarter ended June 30, 1996, were $42,000, operating expenses were $3,148,000, and the net loss was $2,943,000, or $0.19 per share. The 13 percent increase in operating expenses for the first quarter ended June 30, 1997, was due primarily to additional costs associated with human clinical studies of SomatoKineAE, Celtrix's novel formulation of insulin-like growth factor I (IGF-I) and its major binding protein (BP3). "We are actively focused on the use of SomatoKine to treat a variety of serious medical conditions and continue to be enthusiastic about the commercial potential," said Andreas Sommer, Ph.D., Celtrix's president and chief executive officer. "Initial treatment targets include hip fracture surgery in the elderly and severe burns, both of which are now undergoing Phase II clinical feasibility studies. With hip fracture surgery, SomatoKine offers the potential to stimulate the formation of new muscle and bone, restore mobility and increase the patient's functional independence. With severe burns, SomatoKine could potentially speed the recovery time and shorten the patients' hospital stay." Celtrix is a biopharmaceutical company developing novel therapeutics for the treatment of seriously debilitating, degenerative conditions primarily associated with severe trauma, chronic diseases or aging. The company's focus is on SomatoKine, a novel IGF-BP3 complex, for use in regenerating lost muscle, bone and other tissues essential for the patient's health and quality of life. Initial product development programs target acute traumatic injury, such as hip fracture surgery in the elderly and severe burns. Other potential indications include severe osteoporosis and protein wasting diseases associated with cancer, AIDS and other life-threatening conditions. Through strategic alliances with Celtrix, The Green Cross Corporation is developing SomatoKine for the treatment of osteoporosis in Japan, and Genzyme Corporation is developing TGF-beta-2 as part of a comprehensive approach to tissue repair and the treatment of systemic disease. This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may differ materially from the statements made, as a result of various factors, including risks associated with the ability to enroll a sufficient number of patients in feasibility studies as well as future company research, clinical study results, the regulatory approval process, competitive products and other factors which are listed from time to time in Celtrix's Securities and Exchange Commission (SEC) filings. These forward-looking statements represent Celtrix's judgment as of the date of this news release. - FINANCIAL CHARTS FOLLOW - -----END PRIVACY-ENHANCED MESSAGE-----