-----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, Esqf4QP8iEx+URA16NLkCqi0f2Hel8+vo6D9YHm6TsizNYxtICkoh9x5lXmdl2YF i68ugUvqRrl2Y9uN9AJsuw== 0001047469-98-005971.txt : 19980218 0001047469-98-005971.hdr.sgml : 19980218 ACCESSION NUMBER: 0001047469-98-005971 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980213 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IGEN INTERNATIONAL INC /DE CENTRAL INDEX KEY: 0000916304 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 942852543 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-23252 FILM NUMBER: 98537869 BUSINESS ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 BUSINESS PHONE: 3019848000 MAIL ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 FORMER COMPANY: FORMER CONFORMED NAME: IGEN INC /CA/ DATE OF NAME CHANGE: 19931216 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 For Quarter Ended December 31, 1997 Commission File Number 0-23252 IGEN International, Inc. ------------------------------------------------------- (Exact name of registrant as specified in is charter) DELAWARE 94-2852543 - ------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 16020 INDUSTRIAL DRIVE, GAITHERSBURG, MD 20877 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) (301) 984-8000 ------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Act of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS Outstanding at January 31, 1998 ----- ------------------------------- Common Stock, $0.001 par value 15,174,135 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 INDEX
PAGE ---- PART I FINANCIAL INFORMATION Item 1: FINANCIAL STATEMENTS Balance Sheets -- December 31, 1997 and March 31, 1997 3 Statements of Operations--For the Three and Nine Months Ended December 31, 1997 and 1996 4 Statements of Cash Flows--For the Nine Months Ended December 31, 1997 and 1996 5 Notes to Financial Statements 6 Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8 PART II OTHER INFORMATION Item 1: LEGAL PROCEEDINGS 11 Item 2: CHANGES IN SECURITIES 12 Item 6: EXHIBITS AND REPORTS ON FORM 8-K 12 SIGNATURES 13
2 IGEN International, Inc. Balance Sheets (In thousands)
DECEMBER 31, MARCH 31, 1997 1997 ------------ ----------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents............................................... $ 3,408 $ 790 Short term investments.................................................. 23,070 8,254 Accounts receivable..................................................... 1,340 2,200 Inventory............................................................... 1,588 2,075 Prepaid expenses and other current assets............................... 1,062 866 ------------ ----------- Total current assets.................................................. 30,468 14,185 ------------ ----------- EQUIPMENT, FURNITURE, AND IMPROVEMENTS.................................. 7,303 6,950 Accumulated depreciation and amortization............................... (4,638) (3,781) ------------ ----------- Equipment, furniture, and improvements, net........................... 2,665 3,169 ------------ ----------- OTHER ASSETS............................................................ 411 440 ------------ ----------- TOTAL................................................................... $ 33,544 $ 17,794 ------------ ----------- ------------ ----------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses................................... $ 4,706 $ 4,266 Deferred revenue........................................................ 3,469 5,393 Obligations under capital leases........................................ 131 95 ------------ ----------- Total current liabilities............................................. 8,306 9,754 ------------ ----------- OBLIGATIONS UNDER CAPITAL LEASES - NONCURRENT............................................................ 158 STOCKHOLDERS' EQUITY: Convertible Preferred Stock, $0.001 par value, 10,000,000 shares authorized, issuable in series: Series A, 600,000 shares designated, none issued; Series B, 25,000 shares issued and outstanding.................................. 1 Common stock: $.001 par value, 50,000,000 shares authorized: 15,147,510 and 14,987,416 issued and outstanding:......... 15 15 Additional paid-in capital.............................................. 89,098 64,876 Accumulated deficit..................................................... (63,591) (56,700) Notes receivable from sale of common stock.............................. (285) (309) ------------ ----------- Total stockholders' equity............................................ 25,238 7,882 ------------ ----------- TOTAL................................................................... $ 33,544 $ 17,794 ------------ ----------- ------------ -----------
See notes to financial statements. 3 IGEN International, Inc. Statements of Operations (In thousands, except per share data) (unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED DECEMBER 31, DECEMBER 31, -------------------- -------------------- 1997 1996 1997 1996 --------- --------- --------- --------- REVENUES: Product sales...................................... $ 1,352 $ 1,698 $ 4,121 $ 5,031 Royalty income..................................... 2,112 42 5,225 88 License fees and contract revenue.................. 310 2,780 2,855 8,732 --------- --------- --------- --------- Total............................................ 3,774 4,520 12,201 13,851 --------- --------- --------- --------- OPERATING COSTS AND EXPENSES: Product costs...................................... 464 731 1,408 1,969 Research and development........................... 2,888 3,399 8,493 10,033 Marketing, general and administrative.............. 2,950 2,888 8,990 7,991 --------- --------- --------- --------- Total............................................ 6,302 7,018 18,891 19,993 --------- --------- --------- --------- LOSS FROM OPERATIONS................................. (2,528) (2,498) (6,690) (6,142) INTEREST INCOME (EXPENSE)--net....................... 72 261 (1) 671 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES........................... (2,456) (2,237) (6,691) (5,471) INCOME TAX EXPENSE................................... -- -- 200 -- --------- --------- --------- --------- NET LOSS............................................. $ (2,456) $ (2,237) $ (6,891) $ (5,471) --------- --------- --------- --------- --------- --------- --------- --------- BASIC AND FULLY DILUTED NET LOSS PER SHARE........... $ (0.16) $ (0.15) $ (0.46) $ (0.37) --------- --------- --------- --------- --------- --------- --------- --------- SHARES USED IN COMPUTING NET LOSS PER SHARE.......... 15,157 14,969 15,082 14,955 --------- --------- --------- --------- --------- --------- --------- ---------
See notes to financial statements. 4 IGEN International, Inc. Statements of Cash Flows (In thousands) (unaudited)
NINE MONTHS ENDED DECEMBER 31, 1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss............................................................ $ (6,891) $ (5,471) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Interest on notes receivable from sale of common stock............ -- (5) Amortization of deferred compensation............................. -- 82 Depreciation and amortization..................................... 857 896 Deferred revenue.................................................. (1,924) (7,436) Add (deduct) items not affecting cash: Decrease in accounts receivable................................. 860 (179) Decrease (increase) in inventory................................ 487 (269) (Increase) decrease in prepaid expenses and other assets........ (166) 684 Increase accounts payable and accrued expenses.................. 440 147 ------- --------- Net cash used in operating expenses........................... (6,337) (11,551) ------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures for equipment, furniture and improvements............ (353) (555) (Purchase) sale of short-term investments......................... (14,816) 9,128 ------- --------- Net cash provided by investing activities...................... (15,169) 8,573 ------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of notes receivable from sale of common stock........... 24 33 Issuance of convertible preferred stock, net...................... 23,625 Issuance of common stock.......................................... 597 163 Principal payments under capital lease obligations................ (122) (229) ------- --------- Net cash provided by (used in) financing activities............. 24,124 (33) ------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................ 2,618 (3,011) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD...................... 790 4,001 ------- --------- CASH AND CASH EQUIVALENTS, END OF PERIOD............................ $ 3,408 $ 990 ------- --------- ------- ---------
See notes to financial statements. 5 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 Notes to Financial Statements (unaudited) 1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES The financial statements of IGEN International, Inc. (the "Company") reflect, in the opinion of management, all adjustments, consisting only of normal and recurring adjustments, necessary to present fairly the Company's financial position at December 31, 1997 and the Company's results of operations for the three and nine month periods ended December 31, 1997 and 1996 respectively. Interim period results are unaudited and are not necessarily indicative of results of operations or cash flows for a full year period. The balance sheet at March 31, 1997 was derived from audited financial statements at such date. Pursuant to accounting requirements of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, the accompanying financial statements and these notes do not include all disclosures required by generally accepted accounting principles for complete financial statements. Accordingly, these statements should be read in conjunction with the Company's most recent annual financial statements included in the Company's Annual Report for the fiscal year ended March 31, 1997. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash Equivalents and Short-Term Investments--Cash equivalents include cash in banks, money market funds, securities of the U.S. Treasury and certificates of deposit with original maturities of three months or less. Concentration of Credit Risks--The Company has invested its excess cash generally in securities of the U.S. Treasury, money market funds, certificates of deposit and corporate bonds. The Company invests its excess cash in accordance with a policy objective that seeks to ensure both liquidity and safety of principal. The policy limits investments to certain types of instruments issued by institutions with strong investment grade credit ratings and places restrictions on their terms and concentrations by type and issuer. Inventory is recorded at the lower of cost or market using the first-in, first-out method and consists of the following (in thousands):
DECEMBER 31, 1997 MARCH 31, 1997 ----------------- --------------- Finished goods........................... $ 913 $ 1,095 Work in process.......................... 144 150 Raw materials............................ 531 830 ------ ------ Total.................................... $ 1,588 $ 2,075 ------ ------ ------ ------
6 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 Notes to Financial Statements (continued) Equipment, Furniture, and Improvements are carried at cost. Depreciation is computed over the estimated useful lives of the assets, generally five years, using accelerated methods. Revenue Recognition--Nonrefundable license fees, option fees, royalty income, and milestone payments in connection with research and development contracts or commercialization agreements with corporate partners are recognized when they are earned in accordance with the applicable performance requirements and contractual terms. Amounts received in advance of performance under contracts or commercialization agreements are recorded as deferred revenue until earned. Product sales revenue is recorded as products are shipped. Loss Per Share has been computed based on the weighted average number of common shares and common equivalent shares outstanding. 3. BOEHRINGER MANNHEIM GMBH LITIGATION In 1992, the Company entered into a License and Technology Development Agreement with Boehringer Mannheim GmbH ("BMG"), pursuant to which BMG launched its Elecsys product line, which is based on the Company's ORIGEN technology. As more fully set forth in Part II -- Item 1, the Company is involved in litigation with BMG arising out of the Agreement. One of the disputes at issue in the litigation relates to the computation of royalties to which the Company is entitled under the Agreement, which the Company believes have been understated by BMG. For the three and nine-month periods ended December 31, 1997, royalties recorded by the Company under the Agreement totaled $2.1 million and $5.0 million, respectively. These amounts were charged against deferred revenues represented by a $6 million advance, secured by future royalties, from BMG in January 1997. It is likely that BMG will dispute the amount of royalties earned under the contract through December 31, 1997. 4. PREFERRED STOCK FINANCING In December 1997, the Company completed a $25 million convertible preferred stock financing. This financing included several of the Company's current investors, as well as new investor groups. 7 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview The Company devotes substantially all of its resources to the research, development and marketing of its proprietary technologies and products, primarily the ORIGEN technology for clinical diagnostic and life science research products. The Company's sources of revenue have consisted primarily of license or research payments pursuant to licensing or collaborative research agreements, product sales and from royalties on sales of products by the Company's licensees. The Company has entered into collaborative arrangements with corporate collaborators that provide for the development and marketing of certain ORIGEN systems. These agreements provide fees and royalties payable to the Company in exchange for licenses to produce and sell the resulting products. While the Company may selectively pursue additional strategic alliances, it expects an increasing amount of its revenues to be derived from sales of its products and royalties from corporate collaborations. Certain statements in this Form 10-Q are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks and uncertainties. Factors which may cause the Company's actual results in future periods to differ materially from forecast results include, but are not limited to: the risk factors set forth in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1997, including, without limitation, reliance on collaborations and license patents and proprietary rights, uncertainty of health-care reform measures and third-party reimbursements, the ability to attract and retain qualified personnel, including scientists and consultants to perform research and development work; general economic and business conditions, both national and international; and the outcome of the pending litigation involving the Company. IGEN disclaims any intent or obligation to update these forward-looking statements. RESULTS OF OPERATIONS THE QUARTER AND NINE MONTHS IN REVIEW The Company reported a net loss of $2.5 million ($.16 per share) on revenue of $3.8 million for the third quarter ended December 31, 1997 compared to a net loss of $2.2 million ($.15 per share) on revenue of $4.5 million for the same period in the prior year. The net loss for the first nine months of fiscal 1998 was $6.9 million ($.46 per share) on revenue of $12.2 million compared to $5.5 million ($.37 per share) on revenue of $13.9 million in the same period for fiscal 1997. Revenues during the quarter and for the nine months ended December 31, 1997 reflect a significant change in revenue mix compared to prior year periods, as the Company's license and contract revenue has converted to royalty income based on product sales by corporate licensees. During the nine month period through December 31, 1997, $9.3 million (77%) of revenue was generated from the sale of products, either directly by IGEN or from royalties on licensees' sales. In the prior year, IGEN revenue related to the sale of products totaled $5.1 million (37% of total revenue). Accordingly, revenue from license fees and for contract research decreased to $2.9 million for the nine months ended December 31, 1997 from $8.7 million in the prior year. 8 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) In 1992, the Company entered into a License and Technology Development Agreement with Boehringer Mannheim GmbH ("BMG"), pursuant to which BMG launched its Elecsys product line, which is based on the Company's ORIGEN technology. As more fully set forth in Part II -- Item 1, the Company is involved in litigation with BMG arising out of the Agreement. One of the disputes at issue in the litigation relates to the computation of royalties to which the Company is entitled under the Agreement, which the Company believes have been understated by BMG. For the three and nine-month periods ended December 31, 1997, royalties recorded by the Company under the Agreement totaled $2.1 million and $5.0 million, respectively. These amounts were charged against deferred revenues represented by a $6 million advance, secured by future royalties, from BMG in January 1997. It is likely that BMG will dispute the amount of royalties earned under the contract through December 31, 1997. Operating costs decreased to $6.3 million and $18.9 million in the current quarter and first nine months of fiscal 1998 compared to $7 million and $20 million in the same periods last year. Due to expiring external collaborations, research and development expenditures decreased to $2.9 million and $8.5 million in the quarter and first nine months of the current year, compared to amounts in the same prior year periods of $3.4 million and $10 million, respectively. Marketing, general and administrative costs remained constant at $2.9 million during the current and prior years' quarter. These costs increased to $9 million for the nine months ended December 31, 1997 from $8 million in the same prior year period due in part to professional and legal fees associated with the Company's litigation with BMG. Income (loss) from operations over the next several years is likely to fluctuate substantially from quarter to quarter as a result of differences in the timing of revenues earned under license and product development agreements, and associated product development expenses. As of March 31, 1997, the Company had federal net operating loss and general business credit tax carry forwards of approximately $41.9 million and $2.4 million, respectively. The Company's ability to utilize its net operating loss and general business credit tax carry forwards may be subject to an annual limitation in future periods pursuant to the "change in ownership rules" under Section 382 of the Internal Revenue Service Code of 1986, as amended. 9 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES The Company has financed its operations through the sale of Preferred and Common Stock, aggregating approximately $90 million through December 31, 1997, collaborative research and licensing agreements, royalty payments, and sales of its ORIGEN line of products. In December 1997, the Company completed a $25 million convertible preferred stock financing. This financing included several of the Company's current investors, as well as new investor groups. As of December 31, 1997, the Company had $26.5 million in cash, cash equivalents and short-term investments. Working capital excluding current deferred revenue, which is classified as a current liability, was $25.6 million at December 31, 1997. Including current deferred revenue, working capital was $22.2 million. Net cash used in operating activities was $6.3 million for the nine months ended December 31, 1997, as compared to $11.6 million for the corresponding prior year period. This decrease in use of cash was due primarily to a $4.75 million payment IGEN received during the current period from one of its corporate licensees, Eisai Co., Ltd. This payment consisted of Eisai's final license fee payment of $2 million recorded as revenue in this period and the balance representing a non-refundable royalty advance on Eisai's future product sales of the Picolumi Immunodiagnostic System, which commenced distribution in Japan during the summer of 1997. The Company used $353,000 and $555,000 of net cash for investing activities, substantially related to the acquisition of laboratory equipment, furniture and leasehold improvements, during the nine months ended December 31, 1997 and 1996, respectively. The Company expects to incur substantial additional research and development expenses, manufacturing costs and marketing and distribution expenses. It is the Company's intention to selectively seek additional collaborative or license agreements with suitable corporate collaborators although there can be no assurance the Company will be able to enter into such agreements or that amounts received under such agreements will reduce substantially the Company's funding requirements. Additional equity or debt financing may be required, and there can be no assurance that these funds may be available on favorable terms, if at all. The Company's future capital requirements depend on many factors, including continued scientific progress in its diagnostics programs, the magnitude of these programs, the time and costs involved in obtaining regulatory approvals, the costs involved in filing, prosecuting and enforcing patent claims, competing technological and market developments, changes in its existing license and other agreements, the ability of the Company to establish development arrangements, the cost of manufacturing scale-up and effective commercialization activities and arrangements. 10 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 PART II OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS On September 15, 1997, the Company filed a lawsuit in Maryland against Boehringer Mannheim GmbH ("BMG"), a German company to which the Company has licensed certain rights to develop and commercialize diagnostic products based on the Company's ORIGEN technology. That lawsuit is pending in the Southern Division of the United States District Court for the District of Maryland. The Company's dispute with BMG arises out of a 1992 License and Technology Development Agreement (the "Agreement"), pursuant to which BMG developed and launched its "Elecsys" line of diagnostic products, which is based on ORIGEN technology. The Company alleges that BMG has failed to perform certain material obligations under the Agreement, including development and commercialization of ORIGEN technology according to the contractual timetable; exploitation of the license to the extent contemplated by the parties; phase out of certain non-royalty-bearing product lines; exploitation of ORIGEN technology only within BMG's licensed fields; proper treatment of intellectual property rights regarding ORIGEN technology; maintenance of records essential to the computation of royalties; and proper computation of royalties. In its lawsuit, the Company seeks damages as well as injunctive and declaratory relief, including a judicial determination of its entitlement to terminate the Agreement. On September 15, 1997, shortly after the Company filed its lawsuit in Maryland, BMG filed a lawsuit in the United States District Court for the Southern District of Indiana (Indianapolis Division) seeking a declaration that it did not breach the Agreement and a preliminary injunction precluding the Company from terminating the Agreement pending the judicial resolution of the dispute between the parties. In addition, BMG sought and obtained a temporary restraining order that precludes the Company from terminating the Agreement; IGEN has agreed to the continuation of the temporary restraining order until BMG's motion for preliminary injunction can be adjudicated. On January 26, 1998, the United States District Court for the District of Maryland ruled that the litigation between the Company and BMG will go forward in Maryland. (The Company expects that BMG's Indiana action will be dismissed or consolidated with the Maryland action.) In December 1997, IGEN International K.K., a Japanese subsidiary of the Company, filed a lawsuit in Tokyo District Court against Hitachi Ltd. ("Hitachi"). This lawsuit seeks to enjoin Hitachi from manufacturing, using or selling the Elecsys 2010 immunoassay instrument in Japan. The lawsuit also seeks to enjoin Hitachi from infringing the subsidiary's license registration, known in Japan as a "senyo-jisshi-ken," in connection with the development of the Mosys instrument. Hitachi is the sole manufacturer for Boehringer Mannheim of the Elecsys 2010 immunoassay instrument. Boehringer Mannheim sells the Elecsys 2010 worldwide to hospitals and clinical reference laboratories. Hitachi is also developing for Boehringer Mannheim the Mosys instrument. The Company's Japanese subsidiary alleges that both the Elecsys 2010 and the Mosys are based on ORIGEN technology. The Company's ORIGEN technology is licensed to its Japanese subsidiary and to Eisai K.K. pursuant to a "senyo-jisshi-ken." The Company's Japanese subsidiary further alleges that Hitachi's manufacturing and selling of the Elecsys 2010 and the development of Mosys violate the "senyo-jisshi-ken." The lawsuit requests injunctive relief against Hitachi and destruction of the Elecsys 2010 and Mosys instruments in Hitachi's possession. 11 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 ITEM 2: CHANGES IN SECURITIES On December 19, 1997, the Company sold 25,000 shares of Series B Convertible Preferred Stock with a par value of $0.001 per share for $1,000 per share to several of the Company's current investors, as well as new investor groups. This private financing, which raised $25 million, was arranged by Credit Suissse First Boston Corporation who received $1,250,000, or 5% of the proceeds, as its commission for coordinating the transaction. Exemption from registration was claimed under Regulation D and Section 4(2) of the Securities Act of 1933. The private placement was made to fewer than 35 accredited investors. Shares of Series B Convertible Preferred Stock (the "Preferred Shares") are non-redeemable and convertible, based on their stated value, into shares of common stock of the Company (the "Common Shares") at a rate of $13.96 per Common Share (as adjusted for stock splits, stock dividends and similar transactions, the "Conversion Price") at the option of the holder on and after the ninetieth day following the closing of the private placement of the Preferred Shares. In addition, the Company may elect to pay the dividend of 7.75% (annually compounded) of the stated value of the Preferred Shares in cash or in Common Shares based on a dividend conversion rate equal to the Conversion Price. If the Company elected to pay all possible dividends on the Preferred Shares in Common Shares, it would have to issue 810,172 Common Shares. On the fifth anniversary of the closing of the private placement, the Company may, at its option either redeem the Preferred Shares in cash for their stated value plus accrued dividends or convert the Preferred Shares into Common Shares at a rate equal to the Conversion Price. ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits 11.1 Statements regarding computation of per share earnings for the three and nine months ended December 31, 1997 and 1996. 27 Financial Data Schedule (b) Reports on Form 8-K: On December 24, 1997, the Company filed a Form 8-K announcing completion of a $25 million convertible preferred stock financing. 12 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 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. IGEN INTERNATIONAL, INC. Date: February 13, 1998 /s/ George V. Migausky --------------------------------------------- George V. Migausky Vice President of Finance and Chief Financial Officer (on behalf of the Registrant and as Principal Financial Officer) 13 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 11.1 Computation of per share data 27 Financial Data Schedule
14 EX-11.1 2 EX-11.1 IGEN International, Inc. Form 10-Q For the Quarter Ended December 31, 1997 EXHIBIT 11.1 Statement Re: Computation of Net Loss Per Share (In thousands, except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED DECEMBER 31, DECEMBER 31 -------------------- -------------------- 1997 1996 1997 1996 --------- --------- --------- --------- Average Common Shares Outstanding:..................... $ 15,157 $ 14,969 $ 15,082 $ 14,955 --------- --------- --------- --------- --------- --------- --------- --------- Net Loss............................................... $ (2,456) $ (2,237) $ (6,891) $ (5,471) --------- --------- --------- --------- --------- --------- --------- --------- Basic and Fully Diluted Net loss per share............. $ (.16) $ (.15) $ (.46) $ (.37) --------- --------- --------- --------- --------- --------- --------- ---------
1 EX-27 3 FINANCIAL DATA SCHEDULE EX-27
5 1,000 9-MOS MAR-31-1998 APR-01-1997 DEC-31-1997 3,408 23,070 1,383 43 1,588 30,468 7,303 (4,638) 33,544 8,306 0 0 1 15 25,222 33,544 4,121 12,201 1,408 18,891 0 0 1 (6,691) 200 (6,891) 0 0 0 (6,891) (0.46) (0.46) net of interest income
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