ENDOVASCULAR TECHNOLOGIES INC
10-Q/A, 1996-07-09
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

   
                                  FORM 10-Q / A
    

   
 X         AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
- ---        THE SECURITIES EXCHANGE ACT OF 1934
    
        
           FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

                                       OR

           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---        EXCHANGE ACT OF 1934

            For the Transition Period from ___________ to ___________

                         COMMISSION FILE NUMBER 0-27540

                         ENDOVASCULAR TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

      DELAWARE                                           94-3096794
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                               1360 O'BRIEN DRIVE
                          MENLO PARK, CALIFORNIA 94025
                                  415-325-1600
     (Address, Zip Code and Telephone Number of Principal Executive Offices)

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 Exchange 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 
                                    ---      ---

The number of shares outstanding of each of the issuer's classes of common stock
as of March 31, 1996 was: 8,291,563

   
        This document contains 5 pages and the Exhibit Index is on Page 4
    

                                   Page 1 of 5
<PAGE>   2
                         ENDOVASCULAR TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS

   
PART I.              FINANCIAL INFORMATION                                  PAGE
    

+Item 1.             Financial Statements

                     Balance Sheets as of December 31, 1995 and
                     March 31, 1996

                     Statements of Operations for the Three Months Ended
                     March 31, 1995 and March 31, 1996

                     Statements of Cash Flows for the Three Months Ended
                     March 31, 1995 and March 31, 1996

                     Notes to Financial Statements

                     Risk Factors

+Item 2.             Management's Discussion and Analysis of Financial
                     Condition and Results of Operations


   
PART II. OTHER INFORMATION
    

+Item 6.             Exhibits and Reports on Form 8-K

Signatures

Exhibit Index

+Exhibit 11          Computation of Loss Per Share

   
Exhibit 27           Financial Data Schedule                                   5
    



   
+Previously filed with Form 10-Q on May 15,1996
    

                                  Page 2 of 5
<PAGE>   3
SIGNATURES

   
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to the registrant's report on Form
10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
    

                         ENDOVASCULAR TECHNOLOGIES, INC.
                         -------------------------------
                                  (Registrant)

Date:  July 1, 1996                   /s/ W. James Fitzsimmons
                                    ------------------------------
                                          W. James Fitzsimmons
                                              President and
                                         Chief Executive Officer
                                      (Principal Executive Officer)



Date: June 28, 1996                      /s/ G. Bradley Cole
                                    ------------------------------
                                            G. Bradley Cole
                                      Vice President, Finance and
                                        Chief Financial Officer
                              (Principal Financial and Accounting Officer)

                                  Page 3 of 5
<PAGE>   4
                         ENDOVASCULAR TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

   
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION                                                          PAGE NO.
<S>            <C>                                                                  <C> 
*3.1           - Form of Restated Certificate of Incorporation to be filed
                 upon the closing of the offering made pursuant to this
                 Registration Statement.

*3.2           - Bylaws of the Company to be effective upon the closing of
                 the offering made pursuant to this Registration Statement.

*4.1           - Reference is made to Exhibits 3.1 and 3.2.

*4.2           - Specimen Common Stock certificate.

*4.3           - Fourth Amended and Restated Investor Rights Agreement, dated
                 August 15, 1994, among the Company and the investors and the
                 founders named therein.

*10.1          - Form of Indemnification Agreement.

*10.2          - Series C Preferred Stock Purchase Agreement, dated July 16,
                 1993, as amended, among the Company and the investors named
                 therein.

*10.3          - Series D Preferred Stock Purchase Agreement, dated August
                 15, 1994, as amended, among the Company and the investors
                 named therein.

*10.4          - 1989 Stock Option Plan.

*10.5          - 1995 Stock Option Plan.

*10.6          - Employee Stock Purchase Plan.

*10.7          - 1996 Incentive Compensation Plan.

*10.8          - Employment agreement between the Company and W. James
                 Fitzsimmons.

*10.9          - Employment agreement between the Company and Victor M.
                 Bernhard.

*10.10         - Note Secured by Second Deed of Trust and Note Secured by
                 Stock Pledge Agreement between the Company and W. James
                 Fitzsimmons dated September 22, 1992.

*10.11         - Stock Pledge Agreements dated January 7, 1994, December 10,
                 1995 and December 13, 1995 between the Company and W. James
                 Fitzsimmons.

**10.12        - Lease by and between Menlo Business Park and Patrician
                 Associates, Inc. and the Company, as amended by First
                 Amendment to Lease Agreement, dated February 26, 1996.

**10.13        - Employment agreement between the Company and Ronald R.
                 Giannotti.

+11.0           - Computation of Loss Per Share

27.0           - Financial Data Schedule                                            5
</TABLE>
    

                * Incorporated by reference from an exhibit to the Company's
                  Registration Statement on Form S-1, as amended, (File No.
                  33-80557) declared effective by the Commission on February
                  6, 1996

               ** Incorporated by reference from an exhibit to the Company
                  Annual Report on Form 10-K filed with the Commission on
                  March 29, 1996

   
               +  Previously Filed with Form 10-Q on May 15, 1996
    

                                  Page 4 of 5

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       2,887,018
<SECURITIES>                                21,123,562
<RECEIVABLES>                                   97,000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            24,957,645
<PP&E>                                       1,684,113
<DEPRECIATION>                                 587,422
<TOTAL-ASSETS>                              31,043,422
<CURRENT-LIABILITIES>                        1,893,956
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            83
<OTHER-SE>                                  29,149,383
<TOTAL-LIABILITY-AND-EQUITY>                31,043,422
<SALES>                                        103,000
<TOTAL-REVENUES>                               103,000
<CGS>                                          117,040
<TOTAL-COSTS>                                  117,040
<OTHER-EXPENSES>                             2,890,221
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (2,665,944)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,665,944)
<EPS-PRIMARY>                                    (.35)
<EPS-DILUTED>                                    (.35)
        

</TABLE>


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