-----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, R7EYLlKjLv9c4g8dFV/sGu1CmdijEFW/j8zYD1CSOlQHSAuFJILtBK6qZ63nhz0i T7gl0VQHUbCWm3KueiMtZA== 0000891618-98-005092.txt : 19981124 0000891618-98-005092.hdr.sgml : 19981124 ACCESSION NUMBER: 0000891618-98-005092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981119 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981123 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: SEC FILE NUMBER: 000-18976 FILM NUMBER: 98757070 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: November 19, 1998 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 November 19, 1998, Celtrix Pharmaceuticals, Inc., a Delaware corporation (the "Company") announced Second Quarter Financial Results / Private Financing Completed. Further details regarding this announcement are contained in the Company's news release dated November 19, 1998, 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 November 19, 1998. 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: November 19, 1998 By: /s/ DONALD D. HUFFMAN -------------------------------------- Donald D. Huffman Vice President, Finance & Administration Chief Financial Officer (Duly authorized principal financial and accounting officer.) 4 CELTRIX PHARMACEUTICALS, INC. INDEX TO EXHIBITS
Exhibit Number Exhibit 21 Celtrix Pharmaceuticals, Inc. Press Release dated November 19, 1998.
EX-21 2 CELTRIX PHARMACEUTICALS, INC. PRESS RELEASE 1 EXHIBIT 21 NEWS RELEASE CONTACT: Donald D. Huffman Vice President, Finance & Administration Chief Financial Officer (408) 450-4751 CELTRIX REPORTS SECOND QUARTER RESULTS PRIVATE FINANCING COMPLETED SANTA CLARA, CA -- November 19, 1998 -- For the second quarter ended September 30, 1998, Celtrix Pharmaceuticals, Inc. (Nasdaq: CTRX) reported revenues of $23,000, operating expenses of $8,662,000, and a net loss of $8,606,000, or $0.41 per share. These results include a non-recurring restructuring charge of $5.2 million, of which $4.5 million is a non-cash charge, in connection with the action taken in September to focus on the clinical development of SomatoKine(R), resulting in a reduction of the cash burn rate from $13 million to $2 million. In comparison, revenues for the second quarter ended September 30, 1997 were $55,000, operating expenses were $3,460,000 and the net loss was $3,213,000, or $0.15 per share. Operating loss and net loss for the second quarter of 1998 without the non-recurring restructuring charge were comparable to the same period last year. Celtrix also announced today that it has raised $2 million in a private equity placement, primarily from existing investors. The private placement consisted of 4 million shares of Celtrix common stock, priced at fair market value on the effective date of the transaction. For every share of stock issued, the company also issued one and one-half warrants to purchase additional shares of Celtrix common stock at $0.55, which represented 110 percent of fair market value on the effective date. The warrants expire in January 2002. At September 30, 1998, Celtrix had $1,002,000 in cash, cash equivalents and short-term investments, $2,902,000 on a pro-forma basis after completion of the financing. Management expects that the proceeds from this financing, along with current cash and short-term investments, will be sufficient to fund Celtrix's operations into the third calendar quarter of 1999. "We have successfully completed the restructuring that allows us to reduce our burn rate to approximately $2 million per year. Our efforts are concentrated on establishing corporate partnerships and other opportunities that will enable the continued development of SomatoKine," said Andreas Sommer, Ph.D., president and chief executive officer. "We continue to be encouraged by the results from our clinical trials. Previously, we reported promising interim data from Phase II feasibility trials in severe osteoporosis (recovery from hip fracture surgery) and expect to report final results from this trial by year-end. We also expect by year-end to present additional clinical data on the effects of SomatoKine on reversing catabolism in burn patients," said Dr. Sommer. "Results from an ongoing Phase II feasibility study in diabetes will be available shortly thereafter." -more- 2 "Celtrix Reports Second Quarter Results" Page 2 CELTRIX PHARMACEUTICALS Celtrix is a biopharmaceutical company developing novel therapeutics for 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 treatment of a broad range of metabolic disorders. SomatoKine is currently undergoing Phase II clinical testing for the treatment of severe osteoporosis (recovery from hip fracture), traumatic burns and diabetes. Other potential indications include protein wasting diseases associated with cancer, AIDS, advanced kidney failure and other life-threatening conditions. Celtrix has also licensed rights for development of another molecule, TGF-beta-2, to Genzyme Corporation for incorporation into its comprehensive program for tissue repair. Genzyme is currently in Phase II clinical testing using TGF-beta-2 for the treatment of dermal ulcers. This news release contains certain forward-looking statements within the meaning of Section 21 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 enter into collaboration(s) with corporate partners, obtaining additional funding for further research, continuation of the same observations in future clinical trials involving SomatoKine, as well as risks associated with future 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- 3 CELTRIX PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands)
September 30, March 31, 1998 1998 ------------- ------------- (unaudited) ASSETS Current assets: Cash, cash equivalents and short-term investments $1,002 $ 7,913 Receivables and other current assets 165 219 ------------- -------------- Total current assets 1,167 8,132 Property and equipment, net 1,103 7,062 Intangible and other assets, net 2,620 2,682 ------------- -------------- $4,890 $17,876 ============= ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $1,729 $ 2,234 Accrued restructuring costs 474 -- Current portion of capital lease obligations -- 8 ------------- -------------- Total current liabilities 2,203 2,242 Deferred rent -- 890 Stockholders' Equity 2,687 14,744 ------------- -------------- $4,890 $17,876 ============= ==============
4 CELTRIX PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (unaudited)
Three Months Ended Six Months Ended September 30, September 30, ---------------------- ------------------------ 1998 1997 1998 1997 -------- -------- -------- -------- Revenues: Product sales $ -- $ 33 $ 10 $ 33 Other revenues 23 22 49 46 --------- -------- --------- -------- 23 55 59 79 Costs and expenses: Cost of sales -- 1 -- 1 Research and development 2,817 3,060 5,818 6,065 General and administrative 667 399 1,230 947 Restructuring costs 5,178 -- 5,178 -- --------- -------- --------- -------- 8,662 3,460 12,226 7,013 --------- -------- --------- -------- Operating loss (8,639) (3,405) (12,167) (6,934) Interest income, net 33 192 108 416 Gain on sale of investment in Prograft Medical, Inc. -- -- -- 737 --------- -------- --------- -------- $ (8,606) $(3,213) $(12,059) $(5,781) ========= ======== ========= ======== Basic and diluted net loss per share $(0.41) $(0.15) $(0.57) $(0.28) ========= ======== ========= ======== Shares used in basic and diluted per share computation 21,601 20,985 21,061 20,985 ========= ======== ========= ========
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