-----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, WwvWhQipzewpfg3E3jaXvhF4KacxQ3rdtNPqjlNdK7fRfgWl7QhLRlox/7uFZeAh mx2bZgAgkbEkHIPP3rwIyQ== 0001144204-05-012340.txt : 20050421 0001144204-05-012340.hdr.sgml : 20050421 20050421110938 ACCESSION NUMBER: 0001144204-05-012340 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050411 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050421 DATE AS OF CHANGE: 20050421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALYPTE BIOMEDICAL CORP CENTRAL INDEX KEY: 0000899426 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 061226727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32280 FILM NUMBER: 05763621 BUSINESS ADDRESS: STREET 1: 5000 HOPYARD ROAD, SUITE 480 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9257307200 MAIL ADDRESS: STREET 1: 5000 HOPYARD ROAD, SUITE 480 CITY: PLEASANTON STATE: CA ZIP: 94588 8-K 1 v016704_8k.txt 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 (Date of earliest event reported) April 11, 2005 Calypte Biomedical Corporation ------------------------------ (Exact name of Company as specified in its charter) Delaware 000-20985 06-1226727 - -------- --------- ---------- (State or Other Jurisdiction) (Commission (I.R.S. Employer of Incorporation) File Number) Identification) 5000 Hopyard Rd., Suite 480, Pleasanton CA 94588 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (925) 730-7200 N/A (Former name or former address, if changed since last report) |_| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c)) ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. On April 11, 2005, the Board of Directors (the "Board") of the Registrant (the "Company") approved a restructuring plan under which the Company will consolidate its operations and discontinue the production of its HIV-1 Urine EIA and supplemental HIV-1 Western Blot serum and urine diagnostic tests that are currently manufactured at its facility in Rockville, Maryland. The Company notified employees affected by the restructuring on April 19, 2005. Although the EIA and Western Blot products are strong diagnostic tools with an established market niche, the restructuring plan directs the Company to focus its efforts and resources on its rapid HIV diagnostic and HIV-1 BED Incidence tests. The plan directs management to pursue options ranging from selling the Company's urine EIA and Western Blot business, in which case the acquirer would likely continue to operate the Rockville facility, to terminating the employees and discontinuing manufacturing operations at the Rockville facility pending a final determination of its disposition. In conjunction with the implementation of its restructuring plan, on April 18, 2005, the Company entered into a non-binding letter of intent to sell its urine EIA, serum Western Blot and urine Western blot diagnostic test business. The terms of the proposed transaction are currently being negotiated and the Company expects to execute a definitive agreement during the second quarter of 2005. Additionally, the restructuring plan calls for the Company to close its corporate headquarters in Pleasanton, California and re-staff those functions at a facility the Company plans to lease in the vicinity of Portland, Oregon, where most of the Company's research & development staff is presently based. Current headquarters staff will be retained for the period required to provide an orderly transition. The Board approved the restructuring plan in an effort to reduce the Company's cash burn rate and thereby prolong the resources acquired in its recent Secured 8% Convertible Note financing by consolidating its operations and focusing its capital resources on the global launch of its rapid test product line, initially slated for international introduction. Because of the uncertainty resulting from the range of possible alternatives with respect to the Company's urine EIA and Western Blot products business, including its potential sale under formalized terms of the letter of intent, the Company cannot currently estimate costs, if any, that may be incurred with respect to the Rockville facility and the related manufacturing equipment and product inventories. Further, certain alternatives may be subject to approval of the holders of the Company's recently issued Secured 8% Convertible Notes. Should a transaction under the letter of intent not be consummated, the Company might incur costs to decommission the facility; on-going facility lease costs, until and if sub-lease opportunities are available; costs associated with the disposition of excess or obsolete inventories and supplies; and on-going lease or lease termination costs associated with leased equipment. The Company will provide estimates of restructuring-related costs when such costs can be reasonably estimated by filing an amendment to this Current Report on Form 8-K. Whether or not the Company consummates a transaction for its urine EIA and Western Blot products business, the cost of terminating employees at its Rockville and Pleasanton locations, including payment of accrued vacation expense, is expected to be approximately $500,000, essentially all of which will be paid in 2005. In the absence of sublease opportunities, the Company is also liable for approximately $190,000 in lease costs from the expected July 2005 closure of its Pleasanton office through the June 2007 expiration of the lease. Included herein as Exhibit 99.1 is the Company's press release issued April 21, 2005 which announced the restructuring plan. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press release dated April 21, 2005. SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: Pleasanton, California April 21, 2005 Calypte Biomedical Corporation By: /s/ Richard D. Brounstein ----------------------------------------- Richard D. Brounstein Executive Vice President and Chief Financial Officer EX-99.1 2 v016704_ex99-1.txt [ CALYPTE BIOMEDICAL CORPORATION LETTERHEAD ] NEWS RELEASE - -------------------------------------------------------------------------------- 5000 Hopyard Rd., Suite 480, Pleasanton, CA 94588 www.calypte.com Company Contact: Investor Relations Contact: Richard George, President and CEO Tim Clemensen, (925) 730-7200 Rubenstein Investor Relations email:rgeorge@calypte.com Phone: (212) 843-9337 email:tclemensen@rubensteinir.com Calypte Biomedical Announces Restructuring Plan Company to Focus On Incidence and Rapid Test Products Pleasanton, CA - April 21, 2005 - Calypte Biomedical Corporation (AMEX:HIV) today announced actions being taken under a restructuring plan approved by the Board of Directors to focus its efforts on its rapid test and blood-based incidence test products. As a result of implementing this plan, Calypte expects to reduce its labor force and overhead costs. Beginning May 1, 2005, Calypte will significantly reduce its U.S. workforce, with the majority of positions being eliminated at the Company's Rockville, Maryland facility. Once fully realized, headcount is expected to decrease by approximately 66% from 65 employees to 20-25 employees. As a result, the Company expects its operating expenses to decrease by approximately 50% from the 2004 burn rate of over $1 million per month and $12.8 million per year to less than $7 million per year. Under the restructuring plan, Calypte will consolidate its U.S. manufacturing, administrative, and R&D operations into one site in the Portland, Oregon area, where the majority of the R&D staff is currently based. Dr. J. Richard George, President and CEO said, "This has been a very difficult decision. The employees of Calypte have been an extremely dedicated and gifted group of people who have worked tirelessly in getting us to where we are today. Nonetheless, I have an obligation to our stockholders, and the opportunities that I see emerging globally from the rapid test platform and incidence test compel me make a tough decision about how and where to allocate our resources." Dr. George added, "Our EIA and Western Blot product lines are strong diagnostic tools with reliable customers that focus on a distinct opportunity in the HIV market, however going forward we see considerable near-term international growth opportunities in the rapid HIV and BED Incidence testing markets. Our decision to restructure is in keeping with our objective to distribute our resources towards our future; the rapid HIV testing platform and BED Incidence test." "In the course of the coming quarters, Calypte intends to launch products in Africa, China, and other parts of Asia. We are conducting clinical trials to initiate the regulatory processes in these territories and plan to supply them through manufacturing arrangements in place in Thailand and in process in China." Dr. George concluded, "I trust that all stockholders will understand that this plan is intended to extract the highest value from our technology and intellectual property. We believe our restructuring plan will allow us to more efficiently and economically focus on productivity and profitability." Richard Brounstein, Executive Vice President and Chief Financial Officer said, "This initiative allows Calypte to focus its capital resources on the global launch of its rapid product line, the products that we believe represent a compelling opportunity. Calypte's administrative team plans to maintain the company's internal controls and corporate governance standards throughout the transition to a new staff in Portland and will ensure a seamless conversion throughout this process." In conjunction with the restructuring, Calypte has entered into a non-binding letter of intent to sell its urine EIA, serum Western Blot and urine Western Blot HIV in vitro diagnostic business. The terms of the sale are currently being negotiated and the Company expects to execute a definitive agreement during the current quarter. About Calypte Biomedical: Calypte Biomedical Corporation is a US-headquartered healthcare company focused on the development and commercialization of diagnostic testing products for the detection of sexually transmitted diseases. Calypte specializes in novel tests such as the HIV-1 BED Incidence EIA and is engaged in developing new diagnostic test products for the rapid detection of HIV and other sexually transmitted diseases, several of which do not require blood samples. Calypte believes that there is a significant need for rapid detection of such diseases globally to control their proliferation, particularly in lesser-developed countries, which lack the medical infrastructure to support laboratory-based testing. Calypte believes that testing for HIV and other sexually transmitted infectious diseases may make important contributions to public health, and could increase the likelihood of treating those with undetected HIV and other sexually transmitted diseases. Statements in this press release that are not historical facts are forward-looking statements within the meaning of the Securities Act of 1933, as amended. Those statements include statements regarding the intent, belief or current expectations of the Company and its management. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to, the Company's ability to obtain additional financing, if and as needed, and access funds from its existing financing arrangements that will allow it to continue its current and future operations and whether demand for its test products in domestic and international markets will generate sufficient revenues to achieve positive cash flow and profitability. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in the Company's expectations with regard to these forward-looking statements or the occurrence of unanticipated events. Factors that may impact the Company's success are more fully disclosed in the Company's most recent public filings with the U.S. Securities and Exchange Commission ("SEC"), including its annual report on Form 10-KSB for the year ended December 31, 2004 and its subsequent filings with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----