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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-21937
CERUS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 68-0262011
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
2525 STANWELL DR., SUITE 300 94520
CONCORD, CALIFORNIA (Zip Code)
(Address of principal executive offices)
(510) 603-9071
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The approximate aggregate market value of the Common Stock held by
non-affiliates of the registrant, based upon the closing price of the Common
Stock reported on the Nasdaq National Market on April 29, 1998, was $65,009,802.
As of April 30, 1998, there were 9,243,443 shares of the registrant's
common stock outstanding.
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
PART III ................................................................................ 1
Item 10. Directors and Executive Officers of the Registrant.............................. 1
Item 11. Executive Compensation.......................................................... 2
Item 12. Security Ownership of Certain Beneficial Owners and Management.................. 5
Item 13. Certain Relationships and Related Transactions.................................. 6
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................. 7
</TABLE>
i.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is biographical information regarding directors of the
Company.
<TABLE>
<CAPTION>
NAME POSITION WITH THE COMPANY
- ---- -------------------------
<S> <C>
B.J. Cassin (1) (2) Chairman of the Board
Stephen T. Isaacs President, Chief Executive Officer and Director
John E. Hearst, Ph.D., D.Sc. Vice President, New Science Opportunities and
Director
Peter H. McNerney (1) Director
Dale A. Smith Director
Henry E. Stickney (2) Director
</TABLE>
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(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
The Board of Directors is divided into three classes, each class having
a three-year term. Dr. Hearst and Mr. Stickney are Class I directors, whose
terms expire in 1998; Mr. Isaacs and Mr. Smith are Class II directors, whose
terms expire in 1999; and Mr. Cassin and Mr. McNerney are Class III directors,
whose terms expire in 2000.
B. J. CASSIN, 64, has served as Chairman of the Board of the Company
since January 1992. Mr. Cassin has been a private venture capitalist since 1979.
Previously, Mr. Cassin co-founded Xidex Corporation, a manufacturer of data
storage media, in 1969. Mr. Cassin is currently a director of Advanced Fibre
Communications and a number of private companies.
STEPHEN T. ISAACS, 49, founded the Company in September 1991 and has
served as President, Chief Executive Officer and a member of the Board of
Directors since that time. Mr. Isaacs was previously President and Chief
Executive Officer of HRI, a research and development company, from September
1984 to December 1996. From 1975 to 1986, Mr. Isaacs held a faculty research
position at the University of California at Berkeley.
JOHN E. HEARST, PH.D., D.SC., 62, is a co-founder of the Company, and he
has been its Vice President, New Science Opportunities since July 1996. From
January 1996 until July 1996, Dr. Hearst served as Director, New Science
Opportunities. He has served as a member of the Board of Directors of the
Company since September 1991. Dr. Hearst has been a Professor of Chemistry at
the University of California at Berkeley since 1972. In 1984, Dr. Hearst
co-founded HRI, a research and development company.
PETER H. MCNERNEY, 47, has served as a member of the Board of Directors
of the Company since October 1992. Mr. McNerney has been a General Partner of
Coral Ventures, a venture capital investment firm, since 1992. Prior to that,
Mr. McNerney was a Managing Partner of Kensington Group, a management consulting
firm, from 1989 to 1992. Mr. McNerney serves as a director for Aksys, Ltd. and
Biomira, Inc.
DALE A. SMITH, 66, has served as a member of the Board of Directors of
the Company since March 1994. From 1978 to July 1995, Mr. Smith was Group Vice
President of Baxter Healthcare Corporation. Mr. Smith serves as a director of
Vical, Inc.
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HENRY E. STICKNEY, 65, has served as a member of the Board of Directors
of the Company since January 1992. In 1988, Mr. Stickney founded Health IQ
Corporation (formerly, Reimbursement Dynamics, Inc.), a medical consulting
company specializing in health care economics and reimbursement issues, and has
served as its chief executive officer since that time.
The biographical information relating to executive officers of the
Company is contained in Part I of the Company's Form 10-K.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Section 16(a)"), requires the Company's directors and executive officers, and
persons who own more than 10 percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission (the
"Commission") initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers, directors
and greater than 10 percent stockholders are required by Commission regulation
to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1997, all
Section 16(a) filing requirements applicable to its directors, officers and
greater than 10 percent beneficial owners were complied with except that Mr.
Stickney filed one Form 4 late in connection with an option exercise in November
1997.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors currently do not receive any cash compensation for their
services as members of the Board of Directors, although they are reimbursed for
certain expenses in connection with attendance at Board and Committee meetings.
There are no standard arrangements pursuant to which directors receive equity
compensation, although they are eligible to receive awards under the Company's
1996 Equity Incentive Plan (the "Plan").
The Plan provides for the grant of incentive stock options and stock
appreciation rights appurtenant thereto to employees (including officers and
employee-directors) and nonstatutory stock options, stock appreciation rights,
restricted stock purchase awards and stock bonuses to employees, directors and
consultants. The Plan is administered by the Board of Directors, or a committee
appointed by the Board, which determines recipients and types of awards to be
granted, including the exercise price, number of shares subject to the award and
the exercisability thereof. The terms of stock options granted under the Plan
generally may not exceed 10 years. The exercise price of options granted under
the Plan is determined by the Board of Directors, provided that the exercise
price of an incentive stock option cannot be less than 100% of the fair market
value of the Common Stock on the date of the option grant and the exercise price
of a nonstatutory stock option cannot be less than 85% of the fair market value
of the Common Stock on the date of the option grant. Options granted under the
Plan vest at the rate specified in the option agreement. Restricted stock
purchase awards granted under the Plan may be granted pursuant to a repurchase
option in favor of the Company in accordance with a vesting schedule and at a
price determined by the Board of Directors. Restricted stock purchases must be
at a price equal to at least 85% of the stock's fair market value on the award
date, but stock bonuses may be awarded in consideration of past services without
a purchase payment. Upon certain changes in control of the Company, all
outstanding awards under the Plan will either be assumed, continued or
substituted by the surviving entity. If the surviving entity determines not to
assume, continue or substitute such awards, with respect to persons then
performing services as employees, directors or consultants, the time during
which such awards may be exercised will be accelerated and the awards terminated
if not exercised prior to such change in control. There were no awards to
directors under the Plan in 1997. During 1997, Mr. Stickney exercised options
for 29,400 shares of Common Stock.
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COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth, for the fiscal years ended December 31,
1996 and 1997, the compensation awarded to or earned by the Company's Chief
Executive Officer and the other executive officers whose combined salary and
bonus for the year ended December 31, 1997 was in excess of $100,000
(collectively, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE (1)
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------------- ----------------------
NAME AND FISCAL SECURITIES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)(2)
------------------ ---- --------- -------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
Stephen T. Isaacs 1997 260,000 60,000 -- --
President and Chief 1996 230,833 61,290(3) 36,750 1,110
Executive Officer
David S. Clayton (4) 1997 101,168(5) 22,500 -- --
Vice President, Finance 1996 160,200(6) 41,677 67,179 --
and Chief Financial
Officer
Laurence M. Corash 1997 235,000 35,000 -- --
Vice President, Medical 1996 179,870 26,945(7) 29,400 813
Affairs
John E. Hearst 1997 153,000(8) 20,000 -- --
Vice President, New 1996 138,958(8) 15,839(9) 7,530 722
Science Opportunities
</TABLE>
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(1) In accordance with the rules of the Commission, the compensation described
in this table does not include medical, group life insurance or other
benefits received by the Named Executive Officers which are available
generally to all salaried employees of the Company, and certain perquisites
and other personal benefits received by the Named Executive Officers which
do not exceed the lesser of $50,000 or 10% of any such officer's salary and
bonus disclosed in this table.
(2) Reflects reimbursement for the amount of taxes payable in connection with
forgiveness of interest.
(3) Includes $1,290 of interest forgiven.
(4) Mr. Clayton has advised the Company that, effective June 16, 1998, he will
return to his consulting practice, and that he intends to provide services
to the Company as a consultant until such time as a permanent chief
financial officer is engaged.
(5) Based on an annual salary of $165,000. Mr. Clayton was on medical leave,
during which he worked part time, from June to November.
(6) Includes amounts paid as consulting fees prior to commencement of full-time
employment in May 1996.
(7) Includes $945 of interest forgiven.
(8) Reflects salary for employment at 80% of full time.
(9) Includes $839 of interest forgiven.
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STOCK OPTION GRANTS AND EXERCISES
The Company did not grant any stock options to the Named Executive
Officers during the fiscal year ended December 31, 1997. The Named Executive
Officers did not exercise any stock options during the fiscal year ended
December 31, 1997. The following table sets forth for each of the Named
Executive Officers the number and value of securities underlying unexercised
options held by the Named Executive Officers at December 31, 1997:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY OPTIONS
UNDERLYING UNEXERCISED AT FY-END ($)
NAME OPTIONS AT FY-END (#) EXERCISABLE/
EXERCISABLE/UNEXERCISABLE UNEXERCISABLE
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<S> <C> <C>
Stephen T. Isaacs
President and Chief Executive Officer 36,750/0 270,890/0
David S. Clayton
Vice President, Finance and Chief
Financial Officer 0/0 0/0
Laurence M. Corash
Vice President, Medical Affairs 29,400/0 219,912/0
John E. Hearst
Vice President, New Science Opportunities 7,350/0 54,978/0
</TABLE>
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(1) Value realized and value of unexercised in-the-money options are based on
the per share deemed values at the exercise date and at year end,
respectively, determined after the date of grant solely for financial
accounting purposes, less the exercise price payable for such shares.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of April 30, 1998 by: (i) each
director; (ii) each of the executive officers named in the Summary Compensation
Table; (iii) all executive officers and directors of the Company as a group; and
(iv) all those known by the Company to be beneficial owners of more than five
percent of its Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
----------------------------
PERCENT OF
BENEFICIAL OWNER NUMBER OF SHARES TOTAL (%)
---------------- ---------------- ---------
<S> <C> <C>
Baxter Healthcare Corporation 1,457,830 15.8
One Baxter Parkway
Deerfield, IL 60015
Coral Partners II, a limited partnership (2) 1,321,914 14.3
60 South Sixth Street
Suite 3510
Minneapolis, MN 55402
Stephen T. Isaacs (3) 350,931 3.8
David S. Clayton (4) 60,845 *
Laurence M. Corash (5) 260,925 2.8
John E. Hearst (6) 249,475 2.7
B.J. Cassin (7) 315,913 3.4
Peter H. McNerney (2) 1,321,914 14.3
Coral Group, Inc.
60 South Sixth Street
Suite 3510
Minneapolis, MN 55402
Dale A. Smith (8) 14,700 *
Henry E. Stickney (9) 112,102 1.2
All directors and executive officers 2,686,805 28.7
as a group (8 persons)(10)
</TABLE>
* Less than one percent (1%).
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Securities
and Exchange Commission (the "SEC"). Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in this
table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Beneficial ownership also includes 95,550
shares of stock subject to options and warrants currently exercisable or
convertible within 60 days of the date of this table. Applicable percentages
are based on 9,243,443 shares outstanding on April 30, 1998, adjusted as
required by rules promulgated by the SEC.
(2) Includes 852,429 shares held by Coral Partners II, 463,749 shares held by
Coral Partners IV and 5,736 shares held by Peter H. McNerney. Mr. McNerney
is a General Partner of Coral Partners II and Coral Partners IV and
disclaims beneficial ownership of the shares held by such entities except to
the extent of his proportionate partnership interest therein.
(3) Includes 7,350 shares held by Stephen T. Isaacs and Kathryn Macbride as
trustees for the Alexandra Isaacs Irrevocable Trust and 7,350 shares held by
Stephen T. Isaacs and Kathryn Macbride as trustees for the Megan
5
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Isaacs Irrevocable Trust. Includes 36,750 shares underlying currently
exercisable stock options. If exercised in full within 60 days of the date
of this table, 17,610 shares would be subject to a right of repurchase in
favor of the Company.
(4) Includes 17,640 shares which are subject to a right of repurchase in favor
of the Company that expires in increments during Mr. Clayton's consultancy.
(5) Includes 29,400 shares underlying currently exercisable stock options. If
exercised in full within 60 days of the date of this table, 14,088 shares
would be subject to a right of repurchase in favor of the Company.
(6) Includes 209,474 shares held by the Hearst Revocable Trust, 14,700 shares
held by the David Paul Hearst Irrevocable Trust and 14,700 shares held by
the Leslie Jean Hearst Irrevocable Trust. Includes 7,350 shares underlying
currently exercisable stock options. If exercised in full within 60 days of
the date of this table, 3,522 shares would be subject to a right of
repurchase in favor of the Company.
(7) Includes 256,372 shares held by Brendan Joseph Cassin and Isabel B. Cassin,
Trustees of the Cassin Family Trust, 44,841 shares held by Cassin Family
Partners, a California Limited Partnership, and 14,700 shares underlying
currently exercisable stock options. If exercised in full within 60 days of
the date of this table, 7,044 shares would be subject to a right of
repurchase in favor of the Company.
(8) Includes 14,700 shares underlying currently exercisable stock options. If
exercised in full within 60 days of the date of this table, 4,594 shares
would be subject to a right of repurchase in favor of the Company.
(9) Includes 18,302 shares held by Mr. Stickney as Trustee of the Stickney
Family Trust and 7,657 shares which are subject to a right of repurchase by
the Company that expires ratably through May 2000.
(10) Includes information contained in the notes above, as applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
BAXTER HEALTHCARE CORPORATION
The Company is a party to agreements with Baxter Healthcare Corporation
("Baxter") for the development and commercialization of platelet, FFP and red
cell inactivation systems, and has sold and issued to Baxter shares of the
Company's capital stock pursuant to certain stock purchase agreements. In
October 1997, the Company issued 217,202 shares of Common Stock to Baxter at
$23.02 per share for a total consideration of approximately $5.0 million. Baxter
currently holds approximately 1,457,830 shares of the Company's Common Stock, or
15.8%, and has paid the Company an aggregate of approximately $36.8 million,
consisting of $17.5 million in equity investments and $19.3 million in
development and milestone payments under various development and
commercialization agreements.
INDEMNIFICATION AND LIMITATION OF DIRECTOR AND OFFICER LIABILITY
In July 1996, the Board authorized the Company to enter into indemnity
agreements with each of the Company's directors, executive officers, Controller
and Director of Finance. The form of indemnity agreement provides that the
Company will indemnify against any and all expenses of the director or executive
officer who incurred such expenses because of his or her status as a director or
executive officer, to the fullest extent permitted by the Company's Bylaws and
Delaware law. In addition, the Company's Bylaws provide that the Company shall
indemnify its directors and executive officers to the fullest extent permitted
by Delaware law, subject to certain limitations, and may also secure insurance,
to the fullest extent permitted by Delaware law, on behalf of any director,
officer, employee or agent against any expense, liability or loss arising out of
his or her actions in such capacity.
6
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The Company's Restated Certificate contains certain provisions relating
to the limitation of liability of directors. The Company's Restated Certificate
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payment of dividends or unlawful stock
repurchases or redemptions, or (iv) for any transaction from which the director
derived an improper benefit. If the Delaware General Corporation Law is amended
to authorize corporate action further eliminating or limiting the personal
liability of a director, then the liability of a Company director shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended. The provision in the Restated Certificate does
not eliminate the duty of care and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are being filed as part of this report on Form
10-K:
(a) Financial Statements.
<TABLE>
<S> <C>
Report of Independent Auditors .........................................29
Balance Sheets as of December 31, 1997 and 1996.........................30
Statements of Operations for the three
years ended December 31, 1997...........................................31
Statements of Stockholders' Equity for
the three ended December 31, 1997.......................................32
Statements of Cash Flows for the three years
ended December 31, 1997.................................................33
Notes to Financial Statements...........................................34
</TABLE>
Other information is omitted because it is either presented elsewhere,
is inapplicable or is immaterial as defined in the instructions.
(b) No reports on Form 8-K were filed during the quarter ended December 31,
1997.
(c) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
3.1(1) Registrant's Amended and Restated Certificate of
Incorporation.
3.2(1) Registrant's Bylaws.
10.1(1) Form of Indemnity Agreement entered into between the
Registrant and each of its directors and executive
officers.
10.2(1) 1996 Equity Incentive Plan.
10.3(1) Form of Incentive Stock Option Agreement under the 1996
Equity Incentive Plan.
10.4(1) Form of Nonstatutory Stock Option Agreement under the 1996
Equity Incentive Plan.
10.5(1) 1996 Employee Stock Purchase Plan Offering.
</TABLE>
7
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<TABLE>
<S> <C>
10.7(1) Warrant Agreement, dated May 11, 1992, between the
Registrant and Comdisco, Inc. to purchase Series A
Preferred Stock.
10.8(1) Warrant Agreement, dated July 12, 1993, between the
Registrant and Comdisco, Inc. to purchase Series B
Preferred Stock.
10.9(1) Warrant Agreement, dated May 25, 1994, between the
Registrant and Comdisco, Inc. to purchase Series C
Preferred Stock.
10.10(1) Warrant Agreement, dated April 25, 1995, between the
Registrant and Comdisco, Inc. to purchase Series D
Preferred Stock.
10.11(1) Form of Warrant to purchase shares of Series B Preferred
Stock of the Registrant.
10.12(1) Form of Warrant to purchase shares of Series C Preferred
Stock of the Registrant.
10.13(1) Series D Preferred Stock Purchase Agreement, dated March
1, 1995, between the Registrant and certain investors.
10.14(1) Series E Preferred Stock Purchase Agreement, dated April
1, 1996, between the Registrant and Baxter Healthcare
Corporation.
10.15(1) Common Stock Purchase Agreement, dated September 3, 1996
between the Registrant and Baxter Healthcare Corporation.
10.16(1) Amended and Restated Investors' Rights Agreement, dated
April 1, 1996, among the Registrant and certain investors.
10.17+(1) Development, Manufacturing and Marketing Agreement, dated
December 10, 1993 between the Registrant and Baxter
Healthcare Corporation.
10.18+(1) Development, Manufacturing and Marketing Agreement, dated
April 1, 1996, between the Registrant and Baxter
Healthcare Corporation.
10.21(1) Industrial Real Estate Lease, dated October 1, 1992,
between the Registrant and Shamrock Development Company,
as amended on May 16, 1994 and December 21, 1995.
10.22(1) Real Property Lease, dated August 8, 1996, between the
Registrant and S.P. Cuff.
10.23(1) Lease, dated February 1, 1996, between the Registrant and
Holmgren Partners.
10.24(1) First Amendment to Common Stock Purchase Agreement, dated
December 9, 1996, between the Registrant and Baxter
Healthcare Corporation.
10.25+(1) Amendment, dated as of January 3, 1997, to the Agreement
filed as Exhibit 10.17.
10.26(1) Memorandum of Agreement, dated as of January 3, 1997,
between the Registrant and Baxter Healthcare Corporation.
10.27+(2) License Agreement, dated as of November 30, 1992, by and
among the Company, Miles Inc. and Diamond Scientific
Corporation.
23.1(2) Consent of Ernst & Young LLP, Independent Auditors.
27.1(2) Financial Data Schedule.
27.2 Restated Financial Data Schedule.
27.3 Restated Financial Data Schedule.
27.4 Restated Financial Data Schedule.
27.5 Restated Financial Data Schedule.
27.6 Restated Financial Data Schedule.
</TABLE>
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+ Certain portions of this exhibit are subject to a confidential treatment
order.
(1) Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 333-11341) and amendments thereto.
(2) Previously filed.
8
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SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) 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, in the City of
Concord, State of California, on the 30th day of April, 1998.
CERUS CORPORATION
By:/s/ Stephen T. Isaacs
-------------------------------------
Stephen T. Isaacs
President and Chief Executive Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 6,002
<SECURITIES> 0
<RECEIVABLES> 326
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,534
<PP&E> 2,341
<DEPRECIATION> 1,157
<TOTAL-ASSETS> 8,812
<CURRENT-LIABILITIES> 3,881
<BONDS> 0
0
3
<COMMON> 2
<OTHER-SE> 4,834
<TOTAL-LIABILITY-AND-EQUITY> 8,812
<SALES> 0
<TOTAL-REVENUES> 3,610
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 14,280
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18
<INCOME-PRETAX> (10,207)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,207)
<EPS-PRIMARY> (5.98)
<EPS-DILUTED> (5.98)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 28,981
<SECURITIES> 0
<RECEIVABLES> 996
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,387
<PP&E> 2,650
<DEPRECIATION> 1,291
<TOTAL-ASSETS> 31,866
<CURRENT-LIABILITIES> 4,148
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 31,866
<SALES> 0
<TOTAL-REVENUES> 1,032
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,338
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,061)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,061)
<EPS-PRIMARY> (0.62)
<EPS-DILUTED> (0.62)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
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