-----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, KMxhL0i5gNxM569dtnzLSDmzpYDKvMlmV6Wmi7wYxkhT6EqAY7MxkREvij978hxG E3EHAee+Ndlrpga+Jd5DjA== 0000891618-99-001009.txt : 19990319 0000891618-99-001009.hdr.sgml : 19990319 ACCESSION NUMBER: 0000891618-99-001009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990318 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990318 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: 99568186 BUSINESS ADDRESS: STREET 1: 2033 GATEWAY PLACE STREET 2: SUITE 600 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4089882500 MAIL ADDRESS: STREET 1: 2033 GATEWAY PLACE STREET 2: SUITE 600 CITY: SAN JOSE STATE: CA ZIP: 95110 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: March 18, 1999 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 of incorporation or organization) Identification No.) 2033 Gateway Place, Suite 600, San Jose, CA 95110 (Address of principal executive offices and zip code) Registrant's Telephone Number: (408) 988-2500 2 ITEM 5. OTHER EVENTS On March 18, 1999, Celtrix Pharmaceuticals, Inc., a Delaware corporation (the "Company") announced Celtrix's Third Quarter Results. Further details regarding this announcement are contained in the Company's news release dated March 18, 1999, 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 March 18, 1999. 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: March 18, 1999 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 March 18, 1999.
EX-21 2 PRESS RELEASE 1 [CELTRIX LETTERHEAD] NEWS RELEASE CONTACT: Donald D. Huffman Vice President, Finance and Administration Chief Financial Officer (408) 988-2500 CELTRIX REPORTS THIRD QUARTER RESULTS SAN JOSE, CA -- March 18, 1999 -- For the third quarter ended December 31, 1998, Celtrix Pharmaceuticals, Inc. (Nasdaq: CTRX) reported revenues of $21,000 and a net loss of $1,076,000, or $0.04 per share, compared with revenues of $36,000 and a net loss of $3,532,000, or $0.17 per share, for the same period in 1997. Operating expenses decreased to $1,111,000 for the third quarter, from $3,716,000 for the same period last year. These decreases reflect the reduction in spending resulting from the action taken in September to focus on the clinical development of SomatoKine(R), discontinue manufacturing and substantially reduce the cash burn rate. For the first nine months ended December 31, 1998, revenues were $79,000 and the net loss was $13,135,000, or $0.59 per share. This includes a non-recurring charge of $5.2 million, of which $4.5 million was a non-cash charge, taken in September to restructure operations. For the same period last year, revenues were $115,000 and the net loss was $9,313,000, or $0.44 per share. The net loss in 1997 was reduced by a $737,000 gain on investment from the sale of securities held by the company in Prograft Medical, Inc. At December 31, 1998, Celtrix had $1,780,000 in cash, cash equivalents and short-term investments. Management expects that current cash and short-term investments, together with a payment of $600,000 arising from a settlement agreement with a former licensee, will be sufficient to fund Celtrix's operations into the third calendar quarter of 1999. "We are pleased by the performance of SomatoKine in our clinical trials. During the quarter, we presented final results from Phase II feasibility trials in severe osteoporosis (recovery from hip fracture surgery) and traumatic burns," said Andreas Sommer, Ph.D., president and chief executive officer. "Very promising results from a Phase II feasibility study in diabetes were announced recently." "Our efforts remain concentrated on establishing corporate partnerships and other opportunities that will enable the continued development of SomatoKine beyond the recently completed trials," said Dr. Sommer. 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 has completed 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. -more- 2 "Celtrix Reports Third Quarter Results" Page 2 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)
December 31, March 31, 1998 1998 ------- ------- (unaudited) ASSETS Current assets: Cash, cash equivalents and short-term investments $ 1,780 $ 7,913 Receivables and other current assets 148 219 ------- ------- Total current assets 1,928 8,132 Property and equipment, net 836 7,062 Intangible and other assets, net 2,548 2,682 ------- ------- $ 5,312 $17,876 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 1,613 $ 2,234 Accrued restructuring costs 131 -- Current portion of capital lease obligations -- 8 ------- ------- Total current liabilities 1,744 2,242 Deferred rent -- 890 Stockholders' equity 3,568 14,744 ------- ------- $ 5,312 $17,876 ======= =======
4 CELTRIX PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (unaudited)
Three Months Ended Nine Months Ended December 31, December 31, ---------------------- ---------------------- 1998 1997 1998 1997 -------- -------- -------- -------- Revenues: Product sales $ -- $ 16 $ 10 $ 49 Related party revenue -- -- -- -- Other revenues 21 20 69 66 -------- -------- -------- -------- 21 36 79 115 Costs and expenses: Cost of sales -- -- -- 1 Research and development 615 3,248 6,432 9,313 General and administrative 496 468 1,725 1,415 Restructuring costs -- -- 5,178 -- -------- -------- -------- -------- 1,111 3,716 13,335 10,729 -------- -------- -------- -------- Operating loss (1,090) (3,680) (13,256) (10,614) Interest income, net 14 148 121 564 Gain on sale of investment in Prograft Medical, Inc. -- -- -- 737 -------- -------- -------- -------- Net loss $( 1,076) $( 3,532) $(13,135) $( 9,313) ======== ======== ======== ======== Basic and diluted net loss per share $( 0.04) $( 0.17) $( 0.59) $( 0.44) ======== ======== ======== ======== Shares used in basic and diluted per share computation 24,583 20,986 22,235 20,986 ======== ======== ======== ========
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