FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
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 0-28434
------------------------------------------
DIATIDE, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 04-3078258
- -----------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)
Nine Delta Drive, Londonderry, NH 03053
- -----------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
603-437-8970
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(Registrant's telephone number, including area code)
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports 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 the registrant's common stock, $0.001 par
value, as of October 30, 1998 was 10,570,797.
<PAGE>
DIATIDE, INC.
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE NO.
<S> <C>
ITEM 1 FINANCIAL STATEMENTS (Unaudited)
Condensed Balance Sheets as of September 30, 1998 and December 31, 1997............3
Condensed Statements of Operations for the three months ended
September 30, 1998 and 1997........................................................4
Condensed Statements of Operations for the nine months ended
September 30, 1998 and 1997, and for the period from
February 6, 1990 (date of inception) to September 30, 1998.........................5
Condensed Statements of Cash Flows for the nine months ended
September 30, 1998 and 1997, and for the period from
February 6, 1990 (date of inception) to September 30, 1998.........................6
Notes to Condensed Financial Statements............................................7
ITEM 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations..................................8
PART II OTHER INFORMATION
ITEM 5 Other Information.............................................................12
ITEM 6 Exhibits and Reports on Form 8-K..............................................12
SIGNATURES......................................................................................13
EXHIBIT INDEX...................................................................................14
</TABLE>
Page 2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
DIATIDE, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 1998
ASSETS (Unaudited) December 31, 1997
------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,240,939 $ 3,857,973
Marketable securities 5,503,514 13,674,629
Accounts Receivable, net 781,440 --
Inventory, net 310,961 --
Other current assets 137,256 445,612
--------------- ---------------
Total current assets 10,974,110 17,978,214
Property and equipment, at cost 3,520,774 2,761,233
Less: accumulated depreciation and amortization 2,090,559 1,734,562
--------------- ---------------
1,430,215 1,026,671
Other assets 10,783 10,783
--------------- ---------------
Total assets $ 12,415,108 $ 19,015,668
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 2,342,538 $ 1,571,870
Accrued clinical expenses 614,818 1,522,675
Current portion of capital lease obligation 3,460 3,460
--------------- ---------------
Total current liabilities 2,960,816 3,098,005
Capital lease obligation, less current portion 6,888 9,716
Stockholders' equity:
Preferred stock, $0.01 par value
Authorized shares - 10,591,874
Series A convertible preferred stock: 12,103 12,103
Authorized shares - 1,300,000
Issued and outstanding shares - 1,210,256
(Liquidation value of $11,800,000)
Common stock, $0.001 par value
Authorized shares - 50,000,000
Issued shares - 10,575,597 (10,539,783 in 1997) 10,576 10,540
Additional paid-in capital 61,649,320 61,433,218
Deferred compensation (275,436) (377,928)
Deficit accumulated during development stage (51,949,135) (45,169,962)
--------------- ---------------
9,447,428 15,907,971
Less: 4,800 shares of common stock in treasury, at cost (24) (24)
--------------- ---------------
Total stockholders' equity 9,447,404 15,907,947
--------------- ---------------
Total liabilities and stockholders' equity $ 12,415,108 $ 19,015,668
=============== ===============
</TABLE>
Note: The balance sheet at December 31, 1997 has been derived from audited
financial statements at that date but does not include all of the financial
information and footnotes required by generally accepted accounting principles
for complete financial statements.
See Notes to Condensed Financial Statements.
Page 3
<PAGE>
DIATIDE, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30,
--------------------------------------
1998 1997
---------------- -----------------
<S> <C> <C>
Revenues:
Sponsored research $ 500,000 $ 500,000
License fees 2,000,000 2,000,000
Research grants 38,216 20,000
------------ ------------
Total revenues 2,538,216 2,520,000
Costs and expenses:
Research and development 2,582,808 2,870,413
Selling, general and administrative 1,806,655 896,409
------------ ------------
Total costs and expenses 4,389,463 3,766,822
Loss from operations (1,851,247) (1,246,822)
Other income (expense):
Interest income 118,973 118,486
Interest expense (277) (359)
------------ ------------
Total other income (expense) 118,696 118,127
------------ ------------
Net loss $(1,732,551) $(1,128,695)
============ ============
Net loss per common share $ (0.16) $ (0.11)
============ ============
Shares used in computing net loss
per common share 10,568,574 10,515,518
</TABLE>
See Notes to Condensed Financial Statements.
Page 4
<PAGE>
DIATIDE, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Period
February 6, 1990
(date of
inception) to
Nine Months Ended September 30, September 30,
------------------------------------------
1998 1997 1998
-------------- -------------- ----------------
<S> <C> <C> <C>
Revenues:
Sponsored research $ 1,500,000 $ 1,500,000 $ 6,278,388
License fees 4,000,000 2,000,000 7,300,000
Research grants 168,017 130,000 863,515
------------ ------------ -------------
Total revenues 5,668,017 3,630,000 14,441,903
Costs and expenses:
Research and development 8,869,378 8,860,420 52,749,259
Selling, general and administrative 4,123,596 2,477,852 16,188,953
------------ ------------ -------------
Total costs and expenses 12,992,974 11,338,272 68,938,212
Loss from operations (7,324,957) (7,708,272) (54,496,309)
Other income (expense):
Interest income 546,689 516,124 2,790,350
Interest expense (905) (1,316) (243,176)
------------ ------------ -------------
Total other income (expense) 545,784 514,808 2,547,174
------------ ------------ -------------
Net loss $(6,779,173) $(7,193,464) $(51,949,135)
============ ============ =============
Net loss per common share $ (0.64) $ (0.69)
============ ============
Shares used in computing net loss
per common share 10,558,457 10,475,644
</TABLE>
See Notes to Condensed Financial Statements.
Page 5
<PAGE>
DIATIDE, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Period
February 6, 1990
(date of
inception) to
Nine Months Ended September 30, September 30,
----------------------------------
1998 1997 1998
-------------- -------------- ----------------
<S> <C> <C> <C>
Operating activities:
Net loss $(6,779,173) $(7,193,464) $(51,949,135)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation and amortization 355,997 342,455 2,129,414
Cancellation of accrued interest -- -- 111,438
Amortization of deferred compensation 102,492 285,766 800,533
Compensation associated with stock option grants 90,900 136,424 349,785
Changes in operating assets and liabilities (921,234) (165,247) 1,678,061
------------ ------------ -------------
Cash used in operating activities (7,151,018) (6,594,066) (46,879,904)
Investing activities:
Additions to property and equipment (759,541) (231,440) (3,501,416)
Purchases of marketable securities (1,928,885) (4,976,190) (36,548,467)
Sales and maturities of marketable securities 10,100,000 10,995,815 31,044,953
------------ ------------ -------------
Cash provided by (used in) investing activities 7,411,574 5,788,185 (9,004,930)
Financing activities:
Sale of preferred stock -- 11,695,231 39,808,914
Issuance of convertible notes -- -- 3,508,464
Repayment of convertible notes -- -- (315,000)
Issuance of long-term debt -- -- 900,518
Repayment of long-term obligations (2,828) (2,294) (909,528)
Sale of common stock 125,238 104,213 17,132,429
Repurchase of common stock -- -- (24)
------------ ------------ -------------
Cash provided by (used in) financing activities 122,410 11,797,150 60,125,773
------------ ------------ -------------
Net (decrease) increase in cash and cash equivalents 382,966 10,991,269 4,240,939
Cash and cash equivalents at beginning of period 3,857,973 6,004,207 --
------------ ------------ -------------
Cash and cash equivalents at end of period $ 4,240,939 $16,995,476 $ 4,240,939
============ ============ =============
Noncash transactions:
Acquisition of equipment through capital
lease obligation $ -- $ -- $ 19,358
Conversion of convertible notes and accrued
interest to preferred stock $ -- $ -- $ 3,304,902
Deferred compensation associated with stock
options issued at less than fair value $ -- $ -- $ 1,663,000
Forfeiture of stock options
issued at less than fair value $ -- $ 587,031 $ 587,031
Conversion of preferred stock
to common stock $ -- $ -- $ 31,559,922
</TABLE>
See Notes to Condensed Financial Statements.
Page 6
<PAGE>
DIATIDE, INC.
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
1. Nature of Business
Diatide, Inc. (the "Company") was founded in 1990 and is a development stage
specialty pharmaceutical company engaged in the discovery, development and
commercialization of proprietary, disease-specific diagnostic agents and
therapeutics for life-threatening conditions. The foundation of Diatide's
diagnostic imaging products is the Company's proprietary peptide (Techtide(R))
technology.
2. Basis of Presentation
The accompanying unaudited financial statements for the three and nine months
ended September 30, 1998 and 1997 and for the period from February 6, 1990 (date
of inception) to September 30, 1998 have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, the accompanying financial statements include all
adjustments of a normal recurring nature necessary for a fair presentation of
results for these interim periods. The results of operations for the three and
nine months ended September 30, 1998 are not necessarily indicative of the
results to be expected for the year ending December 31, 1998.
These financial statements should be read in conjunction with the audited
financial statements and notes thereto for the year ended December 31, 1997
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
3. Subsequent Event
In October 1998, the Company received a commitment letter regarding a lease line
under which the Company could lease equipment and software for research,
development and manufacturing purposes having an aggregate acquisition cost of
up to $2,500,000. The basic lease payments under the lease line would be
determined based on current market rates of interest at the inception of each
equipment schedule take-down and would be payable in monthly installments over a
three or four year period, depending on the underlying equipment. The commitment
letter also contemplates a purchase option, at an amount that is deemed to be
fair value, exercisable at the end of the lease period.
The Company's ability to access this lease line is subject to a number of
conditions, including the negotiation and execution of a master lease agreement.
Page 7
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The Company is a specialty pharmaceutical company engaged in the discovery and
development of proprietary disease-specific radiopharmaceuticals for the
diagnosis and treatment of life threatening conditions such as cancer,
infection, and cardiovascular disease. In September 1998, the Company received
approval from the Food and Drug Administration ("FDA") of the Company's New Drug
Application ("NDA") for AcuTect, for the detection and localization of acute
venous thrombosis in the lower extremities. The Company introduced AcuTect to
the market in the U.S. in October 1998. In June of 1998, the Company submitted
to the FDA an NDA for NeoTect (formerly P829), for diagnosing malignancy of lung
masses, and received notification that its NDA was assigned priority status.
However, the FDA has not yet granted marketing approval for NeoTect, and there
can be no assurance that such approval will be granted or as to the timing of
such approval.
All revenues received by the Company through September 30, 1998 have resulted
from research and development support payments and the option exercise payments
and the milestone fees for AcuTect and NeoTect from Nycomed Amersham under the
Company's collaborative agreements with Nycomed Amersham, research grants from
the National Institutes of Health (the "NIH") and the Department of Defense
(collectively, the "Research Grants") and fees received for entering into option
agreements with a pharmaceutical company.
The Company has incurred net losses since its inception. No revenues have been
generated from product sales and no product sales revenues are anticipated until
the fourth quarter of 1998 during which the Company will begin generating
revenues from sales of AcuTect. The Company expects to incur additional
operating losses over the next 12 to 24 months and expects its cumulative net
losses to increase as the Company's research and development and clinical trial
efforts continue. The Company expects that its research and development expenses
during 1998 will be at approximately the same level as in 1997 as the Company
continues more advanced preclinical studies and late-stage clinical trials and
makes filings for regulatory approvals. The Company expects that its personnel
and patent costs will increase in the future. Patent costs also would increase
if the Company became involved in litigation or administrative proceedings
involving its patents or those of third parties. In 1998, the Company has begun
to incur manufacturing, marketing, sales, and distribution costs to support the
commercialization of AcuTect. The Company has incurred cumulative net losses
from inception through September 30, 1998 of $51,949,135.
This Quarterly Report on Form 10-Q contains forward-looking statements that
involve a number of risks and uncertainties. There are a number of important
factors that could cause the Company's actual results to differ materially from
those indicated by such forward-looking statements. These factors include,
without limitation, those set forth in "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Certain Factors
That May Affect Future Results" of the Company's Annual Report on Form 10-K as
of December 31, 1997, which are expressly incorporated by reference herein.
Results of Operations
Three Months Ended September 30, 1998 and 1997
Revenues. The Company had revenues of $2,538,000 and $2,520,000 in the three
months ended September 30, 1998 and 1997, respectively. Revenues in the three
months ended September 30, 1998 were comprised of $500,000 of research and
development support payments and a $2,000,000 milestone fee for the FDA approval
of AcuTect earned by the Company under its collaborative agreements with Nycomed
Amersham and $38,000 of contract revenues received under research grants from
the NIH. Revenues in the three months ended September 30, 1997 were comprised of
$500,000 of research and development support payments and a $2,000,000 milestone
payment for the FDA filing of an NDA for AcuTect received by the Company under
its collaborative agreements with Nycomed Amersham and $20,000 of contract
revenues received under research grants from the NIH.
Research and development. During the three months ended September 30, 1998 and
1997, the Company expended $2,583,000 and $2,870,000, respectively, on research
and development activities. The higher expenses
Page 8
<PAGE>
in the three months ended September 30, 1997 reflected higher clinical and
regulatory costs for the preparation and filing of the NDA for AcuTect in such
quarter.
Selling, general and administrative. The Company's selling, general and
administrative expenses were $1,807,000 and $896,000 in the three months ended
September 30, 1998 and 1997, respectively. The $911,000 increase in 1998 from
1997 resulted from increases in promotional costs, including staffing and
consulting services, to support the Company's anticipated marketing launch of
AcuTect. The Company introduced AcuTect to the market in October 1998.
Interest. Interest income of $119,000 in the three months ended September 30,
1998 is comparable with $118,000 in the three months ended September 30, 1997.
Net loss. As a result of the above factors, the Company incurred net losses of
$1,733,000 and $1,129,000 in the three months ended September 30, 1998 and 1997,
respectively.
Nine Months Ended September 30, 1998 and 1997
Revenues. The Company had revenues of $5,668,000 and $3,630,000 in the nine
months ended September 30, 1998 and 1997, respectively. Revenues in the nine
months ended September 30, 1998 were comprised of $1,500,000 of research and
development support payments and a $2,000,000 milestone fee for the FDA filing
of an NDA for NeoTect and a $2,000,000 milestone fee for the FDA approval of
AcuTect earned by the Company under its collaborative agreements with Nycomed
Amersham and $168,000 of contract revenues received under research grants from
the NIH. Revenues in the nine months ended September 30, 1997 were comprised of
$130,000 of contract revenues received under grants from the NIH and $1,500,000
of research and development support payments and a $2,000,000 milestone payment
for the FDA filing of an NDA for AcuTect received by the Company under its
collaborative agreements with Nycomed Amersham.
Research and development. During the nine months ended September 30, 1998 and
1997, the Company expended $8,869,000 and $8,860,000, respectively, on research
and development activities. These expenses related primarily to the preparation
and filing of an NDA for AcuTect in 1997 and NeoTect in 1998.
Selling, general and administrative. The Company's general and administrative
expenses were $4,124,000 and $2,478,000 in the nine months ended September 30,
1998 and 1997, respectively. The $1,646,000 increase in the nine months ended
September 30, 1998 resulted from increases in promotional costs, including
staffing and outside services, to support the Company's anticipated marketing
launch of AcuTect.
Interest. Interest income was $547,000 in the nine months ended September 30,
1998 compared with $516,000 in the nine months ended September 30, 1997,
reflecting an increase in the level of cash, cash equivalents and marketable
securities during the first nine months of 1998 compared to the same period in
1997. This increase resulted in part from the private offering the Company
conducted in September 1997.
Net loss. As a result of the above factors, the Company incurred net losses of
$6,779,000 and $7,193,000 in the nine months ended September 30, 1998 and 1997,
respectively.
Liquidity and Capital Resources
In September 1997, the Company issued 1,210,256 shares of Series A Convertible
Preferred Stock and warrants to purchase 181,538 shares of Common Stock to three
institutional investors in a private offering, raising $11.6 million of net
proceeds. The Company completed its initial public offering of 2,200,000 shares
of Common Stock in June 1996, raising approximately $16.4 million of net
proceeds. As of September 30, 1998, the Company had $9,744,453 of cash, cash
equivalents and marketable securities and working capital of $8,013,294.
During the nine months ended September 30, 1998, the Company's capital
expenditures totaled $760,000, primarily for the development of business
information systems to support commercial operations and the acquisition of
certain laboratory equipment and furniture and fixtures.
Page 9
<PAGE>
The Company's future capital requirements will depend on many factors, including
the revenues and margins on sales of AcuTect, continued progress in its research
and product development programs, the magnitude of these programs, the results
of preclinical studies and clinical trials, the time and costs involved in
obtaining regulatory approvals, the costs involved in filing, prosecuting,
enforcing and defending patent claims, competing technological and market
developments, the ability of the Company to establish and maintain collaborative
academic and commercial research, development and marketing relationships, and
the costs and success of commercialization activities and arrangements.
Based on its current operating plan, the Company expects that its existing
capital resources, together with anticipated internally generated funds, will be
adequate to satisfy its capital requirements through 1999. However, the timing
and extent of the Company's capital requirements will be materially dependent on
the actual level of product sales and the margin on such sales. Substantial
additional funds may be required from external sources to support the Company's
operations beyond that time, and there can be no assurance that additional funds
will be available, or, if available, that such funds will be available on
acceptable terms.
The Company intends to seek additional equity, debt and lease financing to fund
future operations, depending upon the terms on which such sources may be
available from time to time. The Company has received a commitment letter
regarding a lease line under which the Company could lease equipment and
software up to $2,500,000, although the Company's ability to access this lease
line is subject to a number of conditions, including the execution of a master
lease agreement. In addition, the Company intends to seek additional
collaborative development and commercialization relationships with potential
corporate partners in order to fund certain of its programs, including the
future development and commercialization of Sn-117 DTPA and the Theratide
program.
The Company has no committed external sources of capital, and, as discussed
above, expects to incur additional operating losses over the next 12 to 24
months. If the Company is unable to obtain necessary additional funds, it would
be required to delay, scale back or eliminate certain of its research and
development programs or commercialization efforts or license to third parties
certain technologies which the Company would otherwise pursue on its own.
Year 2000
The Company uses and relies on a wide variety of information technologies,
computer systems and scientific and manufacturing equipment containing
computer-related components (such as programmable logic controllers and other
embedded systems). Some older computer systems and equipment use two digit
fields rather than four digit fields to define the applicable year (i.e., "98"
in the computer code refers to the year "1998"). As a result, time-sensitive
functions of those software programs and equipment may misinterpret dates after
January 1, 2000, to refer to the twentieth century rather than the twenty-first
century (i.e., "02" could be interpreted as "1902" rather than "2002"). This
could cause system or equipment shutdowns, failures or miscalculations resulting
in inaccuracies in computer output or disruptions of operations.
The Company has developed a strategy to address the potential exposures related
to the impact of its computer systems and equipment for the year 2000 and
beyond. The Company has recently completed the implementation of enterprise-wide
business information systems to support commercial operations at a cost of
approximately $490,000 to date. These systems are Year 2000 compliant. The
Company is currently performing an inventory of other information and
operational systems, including scientific and manufacturing control systems and
equipment, to determine whether such systems are Year 2000 compliant. The
Company anticipates that it will complete its systems and equipment inventory by
December 31, 1998. Detailed plans for implementation and testing of any
necessary modifications to these computer systems and equipment to ensure they
are Year 2000 compliant are being developed on a department by department basis
to address computer system and equipment problems as required by December 31,
1999. The Company believes that these detailed plans and complete modifications
will eliminate or minimize any significant operational problems for its computer
systems and equipment. However, if such modifications and conversions are not
made, or are not completed in a timely fashion, Year 2000 issues could have a
material impact on the operations of the Company, the precise degree of which
cannot be known at this time. The Company currently has no contingency plans to
deal with major Year 2000 failures and the determination of the necessity of
such plans will be made over the coming quarters.
In addition to Year 2000 risks associated with the Company's own computer
systems and equipment, because the Company has relationships with, and is to
varying degrees dependent upon, a large number of third parties that provide
information, goods and services to the Company, the Company is also subject to
risks associated with such third parties' Year 2000 issues. These third parties
include financial institutions, customers, distributors, suppliers, vendors,
research partners and govermental entities. If significant numbers of these
third parties experience failures on their computer systems or equipment due to
Year 2000 non-compliance, it could affect the
Page 10
<PAGE>
Company's ability to process transactions, manufacture products, or engage in
similar normal business activities. While some of these risks are outside the
control of the Company, the Company has instituted programs, including internal
records review and use of external questionnaires, to identify key third
parties, assess their level of Year 2000 compliance, update contracts and
address any non-compliance issues, including the extent to which the Company
may be affected by the failure of these third parties to address their own Year
2000 issues.
The total cost of the Year 2000 systems assessments and conversions, excluding
the recently implemented business information systems, is funded through
operating cash flows and the Company is expensing or capitalizing these costs as
appropriate in accordance with generally accepted accounting principles. The
Company cannot determine the financial impact of making the remaining required
systems changes, but it currently expects such amount to be less than $100,000.
The actual financial impact could, however, exceed this estimate.
The foregoing assessment of the impact of the Year 2000 issue on the Company,
including costs and timing of remediation, is based on management's best
estimates as of the date of this report, which are based on numerous assumptions
as to future events. There can be no assurance that these estimates will prove
accurate, and actual results could differ materially from those estimated if
these assumptions prove inaccurate.
Page 11
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PART II. OTHER INFORMATION
ITEM 5 OTHER INFORMATION
Stockholder Proposals for 1999 Annual Meeting
As set forth in the Company's Proxy Statement for its 1998 Annual Meeting of
Stockholders, stockholder proposals submitted pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), for inclusion
in the Company's proxy materials for its 1999 Annual Meeting of Stockholders
must be received by the Secretary of the Company at the principal offices of the
Company no later than December 14, 1998.
If a stockholder of the Company wishes to present a proposal before the 1999
Annual Meeting concerning nominations for election to the Company's Board of
Directors and of other matters, but has not complied with the requirements for
inclusion of such proposal in the Company's proxy materials pursuant to Rule
14a-8 under the Exchange Act, such stockholder must give notice of such proposal
to the Secretary of the Company at the principal offices of the Company. The
required notice must be made in writing and delivered or mailed by first class
United States mail, postage prepaid, to the Secretary of the Company at the
principal offices of the Company, and received not less than 60 days nor more
than 90 days prior to the 1999 Annual Meeting. Notwithstanding the foregoing, if
the Company provides less than 70 days notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
must be received by the Secretary not later than the close of business on the
10th day following the date on which the notice of the meeting was mailed or
such public disclosure was made, whichever occurs first. The advance notice
provisions of the Company's by-laws supersede the notice requirements contained
in recent amendments to Rule 14a-8 under the Exchange Act.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits. The Exhibits listed in the Exhibit
Index immediately preceding such Exhibits
are filed as part of this Quarterly Report
on Form 10-Q.
(b) Reports on Form 8-K. None.
Page 12
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DIATIDE, INC.
FORM 10-Q
June 30, 1998
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.
DIATIDE, INC.
<TABLE>
<S> <C>
DATE: November 13, 1998 BY: /s/ Daniel F. Harrington
-----------------------------------------------------
Daniel F. Harrington
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
</TABLE>
Page 13
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule (EDGAR)
99 Pages 27 through 36 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1997 as
filed with the SEC (which is not deemed filed except
to the extent that portions thereof are expressly
incorporated by reference herein)
Page 14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<CIK> 0001011888
<NAME> DIATIDE, INC.
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
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