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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 14, 1998
MICROCIDE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-28006 94-3186021
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
850 Maude Avenue
Mountain View, CA 94043
(Address of Principal Executive Offices)
(650) 428-1550
(Registrant's Telephone Number, Including Area Code)
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The Registrant hereby amends Item 7 of its current report on Form 8-K filed
January 29, 1998 in its entirety to read as follows:
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
The unaudited pro forma condensed financial information comprised of a pro forma
condensed statement of operations and explanatory notes (collectively, "the Pro
Forma Financial Information") were prepared to give effect to the assignment and
license of certain technology from Microcide Pharmaceuticals, Inc. ("Microcide"
or the "Company") in exchange for preferred stock of Iconix Pharmaceuticals,
Inc., a subsidiary. The pro forma condensed statement of operations for the nine
months ended September 30, 1997, assumes that the transfer of technology
occurred on January 1, 1997. The Pro Forma Financial Information do not purport
to represent what Microcide's results of operations would have been if the
transfer of technology in fact had occurred on that date or at the beginning of
the periods indicated or to project Microcide's results of operations for any
future date or period. A pro forma balance sheet has not been presented as the
assignment and license of technology had no impact on Microcide's balance sheet.
The pro forma adjustments are based upon available information and upon certain
assumptions as described in Note 1 to the Pro Forma Financial Information that
Microcide believes are reasonable under the circumstances. The Pro Forma
Financial Information should be read in conjunction with the historical
financial statements, including the notes thereto. The historical financial
statements of Microcide are included in its Quarterly Report on Form 10-Q for
the period ended September 30, 1997, as filed with the Securities and Exchange
Commission on November 14, 1997.
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MICROCIDE PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA
CONDENSED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 1997
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Pro Forma Adjusted
Historical Adjustments Pro Forma
<S> <C> <C> <C>
Revenues:
License, milestone and other revenues $ 2,054 $ -- $ 2,054
Research revenue 9,125 -- 9,125
-------- -------- --------
Total revenues 11,179 -- 11,179
Operating expenses:
Research and development 13,515 (586) 12,929
General and administrative 3,126 (122) 3,004
-------- -------- --------
Total operating expenses 16,641 (708) 15,933
-------- -------- --------
Loss from operations (5,462) (708) (4,754)
Interest income 2,003 -- 2,003
Interest expense (134) -- (134)
-------- -------- --------
Net loss $ (3,593) $ (708) $ (2,885)
======== ======== ========
Net loss per share $ (0.33) $ (0.27)
======== ========
Shares used in calculation of
net loss per share 10,800 10,800
======== ========
</TABLE>
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NOTE TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
Nine Months Ended September 30, 1997
A pro forma condensed balance sheet at September 30, 1997 has not been presented
as the transaction had no impact on the Company's balance sheet since the
Company recorded the exchange of technology for stock as a non-monetary
transaction at the historical cost basis of the technology which is zero. The
unaudited pro forma statement of operations information has been prepared by
reflecting the historical statement of operations of Microcide for the nine
months ended September 30, 1997 and gives effect to the following pro forma
adjustments:
On January 14, 1998, the Company announced the formation and financing of Iconix
Pharmaceuticals, Inc. ("Iconix"). Microcide acquired 5,250,000 shares of Iconix
preferred stock in exchange for assignment and license of certain technology
from the Company to Iconix as set forth in the Core Technology Development and
License Agreement. Through a private placement, Iconix arranged a $12.5 million
equity investment from institutional investors. Microcide holds approximately
42% of the outstanding equity of Iconix following the closing of the initial
equity funding. Microcide will account for the investment using the equity
method of accounting and since Microcide's investment has a zero book basis, the
losses of Iconix will not flow through Microcide's statement of operations.
During the nine months ended September 30, 1997, the Company incurred direct and
indirect costs aggregating $708,000 related to the technology assigned and
licensed to Iconix, including allocations of certain management expenses. No
direct or indirect expenses were incurred related to this program prior to
January 1, 1997.
Under the terms of the Antiviral and Surrogate Genetics Research Agreement,
Microcide is obligated to provide Iconix with research support funding payments
of $6.1 million over the next three years. Microcide is entitled to worldwide
development, manufacturing and marketing rights to antiviral products which may
emerge from the collaboration and, if specified research and development
milestones are achieved, will be obligated to pay Iconix milestone payments of
up to $11.0 million for the first product and up to $10.5 million for each
subsequent product, in addition to royalties on worldwide sales.
Through a Core Technology Development and License Agreement, Microcide and
Iconix will work together over the next three years to jointly develop and
utilize new technology in the areas of molecular diversity, high throughput
screening, computational sciences and genome sciences. Pursuant to a Support
Services Agreement, Microcide will provide Iconix with a number of services
including facilities and various business support services for which the Company
will be reimbursed.
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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 hereunto duly authorized.
MICROCIDE PHARMACEUTICALS, INC.
Dated: March 30, 1998 By: /s/ MATTHEW J. HOGAN
-----------------------------
Matthew J. Hogan
Chief Financial Officer
(principal financial and
accounting officer)
