<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
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)
<TABLE>
<S> <C>
DELAWARE 68-0262011
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
</TABLE>
2525 STANWELL DR., SUITE 300
CONCORD, CALIFORNIA 94520
(Address of principal executive offices, including zip code)
(925) 603-9071
(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 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[ ]
As of July 31, 2000 there were 12,813,707 shares of the Registrant's Common
Stock outstanding.
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<PAGE> 2
CERUS CORPORATION
QUARTERLY REPORT ON FORM 10-Q
THREE MONTHS ENDED JUNE 30, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
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<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheets -
June 30, 2000 and December 31, 1999 3
Condensed Statements of Operations -
Three and six months ended June 30, 2000 and 1999 4
Condensed Statements of Cash Flows -
Six months ended June 30, 2000 and 1999 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
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PART II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
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SIGNATURES 15
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</TABLE>
2
<PAGE> 3
Part I: Financial Information
Item I: Financial Statements
CERUS CORPORATION
CONDENSED BALANCE SHEETS
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------- ------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $35,512 $ 3,537
Short-term investments 14,816 36,882
Accounts receivable from a related party 162 -
Other current assets 246 238
------- -------
Total current assets 50,736 40,657
Furniture and equipment, net of depreciation 1,040 999
Other assets 125 124
------- -------
Total assets $51,901 $41,780
======= =======
Liabilities and stockholders' equity
Current liabilities:
Accounts payable to a related party $ 1,560 $ 531
Accounts payable 1,900 1,480
Accrued expenses 6,960 6,664
Current portion of capital lease obligations 33 31
------- -------
Total current liabilities 10,453 8,706
Capital lease obligations, less current portion 96 115
Redeemable convertible preferred stock 5,000 5,000
Total stockholders' equity 36,352 27,959
------- -------
Total liabilities and stockholders' equity $51,901 $41,780
======= =======
</TABLE>
See notes to condensed financial statements
3
<PAGE> 4
CERUS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
UNAUDITED
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ---------------------
2000 1999 2000 1999
------- ------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Development funding from related parties $ 442 $ 233 $ 1,017 $ 785
Government grants 99 201 151 393
------- ------- -------- --------
Total revenue 541 434 1,168 1,178
Operating expenses:
Research and development 8,000 5,414 15,071 9,876
General and administrative 1,819 1,345 3,558 2,368
------- ------- -------- --------
Total operating expenses 9,819 6,759 18,629 12,244
------- ------- -------- --------
Loss from operations (9,278) (6,325) (17,461) (11,066)
Interest income, net 800 792 1,465 1,047
------- ------- -------- --------
Net loss $(8,478) $(5,533) $(15,996) $(10,019)
======== ======== ========= =========
Net loss per share - basic and diluted $(0.66) $(0.48) $ (1.28) $(0. 95)
======= ======= ======== ========
Shares used in computing net loss per share
- basic and diluted 12,803 11,553 12,542 10,496
======= ======= ======== ========
</TABLE>
4
See notes to condensed financial statements
<PAGE> 5
CERUS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------
2000 1999
--------- ---------
<S> <C> <C>
Operating activities:
Net loss $(15,996) $(10,019)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 283 327
Amortization of deferred compensation 7 26
Accrued cash dividend on preferred stock, payable to a
related party (176) (130)
Changes in operating assets and liabilities:
Accounts receivable from related a party (162) -
Other current assets (8) 79
Other assets (1) 1
Accounts payable to a related party 1,029 (7,055)
Accounts payable and accrued expenses 540 912
Accrued cash dividend on preferred stock, payable to
a related party 176 130
Deferred revenue - 163
-------- --------
Net cash used in operating activities (14,308) (15,566)
Investing activities:
Purchases of furniture, equipment and leasehold improvements (324) (300)
Purchases of short-term investments (4,583) (49,678)
Sale of short-term investments - 1,131
Maturities of short-term investments 26,649 13,342
-------- --------
Net cash provided by (used in) investing activities 21,742 (35,505)
Financing activities:
Net proceeds from sale of preferred stock - 9,496
Net proceeds from issuance of common stock 24,559 44,924
Repurchase of common stock (1) (10)
Payments on capital lease obligations (17) (21)
--------- ---------
Net cash provided by financing activities 24,541 54,389
-------- --------
Net increase in cash and cash equivalents 31,975 3,318
Cash and cash equivalents, beginning of period 3,537 6,161
-------- --------
Cash and cash equivalents, end of period $ 35,512 $ 9,479
======== ========
</TABLE>
See notes to condensed financial statements
5
<PAGE> 6
CERUS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
of normal recurring accrual adjustments, considered necessary for a fair
presentation have been included. Operating results for the three and six month
periods ended June 30, 2000 are not necessarily indicative of the results that
may be expected for any future period.
These financial statements and notes should be read in conjunction with Cerus
Corporation's audited financial statements and notes thereto for the year ended
December 31, 1999 included in the company's 1999 Annual Report on Form 10-K.
NOTE 2 - COMPREHENSIVE INCOME (LOSS)
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income," requires that all items that are required to be recognized under
accounting standards as comprehensive income (revenue, expenses, gains and
losses) be reported in a financial statement that is displayed with the same
prominence as other financial statements. Cerus does not have material
components of other comprehensive income. Therefore, comprehensive loss is equal
to net loss for all periods presented.
NOTE 3 - NET LOSS PER SHARE
Cerus' net loss per share has been calculated in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share." Basic and diluted
net loss per share has been computed using the weighted average number of common
shares outstanding during the period. The effect of outstanding stock options is
excluded from the calculation of diluted net loss per share, as its inclusion
would be antidilutive.
NOTE 4 - REVENUE AND RESEARCH AND DEVELOPMENT EXPENSES
Development funding from related parties includes amounts recognized under
development agreements with Baxter Healthcare Corporation and the Consortium for
Plasma Science. Research and development expenses are recognized as incurred.
Development funding revenue is recognized as the related project costs are
incurred.
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<PAGE> 7
There was no license or milestone revenue recognized in the three and six months
ended June 30, 2000 and 1999.
NOTE 5 - CAPITAL STOCK TRANSACTIONS
In February 2000, Cerus completed a private placement of 1,000,000 shares of
common stock to accredited investors, including Baxter Healthcare Corporation,
which purchased 390,000 shares. The purchase price was $25.00 per share, and
Cerus received net proceeds of $23.9 million, after deducting related expenses.
7
<PAGE> 8
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and analysis should be read in conjunction with Cerus' financial
statements and accompanying notes included in this report and the company's 1999
audited financial statements and notes thereto included in its 1999 Annual
Report on Form 10-K. Operating results for the periods presented are not
necessarily indicative of results that may occur in future periods.
The following discussion includes forward-looking statements that involve risks
and uncertainties. When used herein, the words "believe," "anticipate,"
"expect," "estimate" and similar expressions are intended to identify such
forward-looking statements. There can be no assurance that these statements will
prove to be correct. Certain important factors could cause actual results to
differ materially from those discussed in such statements, including
uncertainties associated with pre-clinical and clinical testing, market
acceptance and other factors discussed below and in the Form 10-K. Cerus
undertakes no obligation to update any of the forward-looking statements
contained herein to reflect any future events or developments.
Helinx is a trademark of Cerus Corporation.
Intercept is a trademark of Baxter International, Inc.
OVERVIEW
Cerus Corporation is developing systems to improve the safety of the world's
blood supply. Cerus and its partner Baxter Healthcare Corporation are developing
the Intercept Platelet System, Intercept Plasma System and the Intercept Red
Blood Cell System. The Intercept Blood(TM) Systems are intended to target and
inactivate blood-borne pathogens such as HIV and hepatitis B and C, as well as
leukocytes, while leaving the therapeutic properties of the blood components
intact. An estimated four million units of platelets, seven million units of FFP
and 34 million units of red blood cells are transfused annually in the Unites
States, Western Europe and Japan. Intercept Blood Systems are the first
application of Cerus' Helinx(TM) technology.
Cerus' Helinx technology has the ability to prevent the replication of viruses,
bacteria and other pathogens and to control cellular proliferation. In addition
to the Intercept Blood Systems, potential health care applications for this
technology include treating source plasma for fractionation, improving the
outcomes of stem cell transplantation procedures and treatments for
proliferative disorders.
Cerus is currently conducting a Phase 3 clinical trial of the Intercept Platelet
System in the United States and has completed a 100 patient Phase 3 clinical
trial in Europe. Two additional clinical trials of the Intercept Platelet System
are planned for Europe: a 20 patient trial to qualify the commercial set
configuration and a 40 patient clinical trial of the system for apheresis donor
platelets. The Intercept Plasma System is in Phase 3 clinical trials in the
United States, and the Intercept Red Blood Cell System is in Phase 1 clinical
trials in the United States. Cerus is also conducting a Phase 1 clinical trial
of its allogeneic cellular immunotherapy (ACIT) program, designed to improve the
outcome of bone marrow transplantation procedures using T-cells
8
<PAGE> 9
treated with the Helinx technology. Cerus' source plasma pathogen inactivation
system is in pre-clinical development.
Since its inception in 1991, Cerus has devoted substantially all of its efforts
and resources to the research, development and clinical testing of systems based
on its Helinx technology. Cerus has been unprofitable since inception and, as of
June 30, 2000, had an accumulated deficit of approximately $103.7 million. All
of Cerus' systems are in the research and development stage, and Cerus has not
received any revenue from product sales. Cerus must conduct significant
research, development, pre-clinical and clinical evaluation and regulatory
compliance activities on these systems that, together with anticipated general
and administrative expenses, are expected to result in substantial losses at
least until after commercialization of its products under development. Cerus'
ability to achieve a profitable level of operations in the future will depend on
its ability to successfully complete development, obtain regulatory approvals
and achieve market acceptance of the Intercept Blood Systems. There can be no
assurance that Cerus will ever achieve a profitable level of operations.
Further, under the agreements discussed below, a significant portion of
development funding for the Intercept Blood Systems is provided by Baxter based
on an annual budgeting process. There can be no assurance that these agreements
will not be modified or terminated.
Agreement with Baxter for the development of the Intercept Platelet System.
Cerus has a development and commercialization agreement with Baxter for the
joint development of the Intercept Platelet System for inactivation of viruses,
bacteria and other infectious pathogens in platelets used for transfusions (the
"Platelet Agreement"). The Platelet Agreement provides for Baxter and Cerus
generally to share system development costs equally, subject to mutually
determined budgets established from time to time, and for Cerus to receive
approximately 33.5% of revenue from sales of inactivation system disposables
after each party is reimbursed for its cost of goods above a specified level.
Baxter has an exclusive, worldwide distribution license and will be responsible
for manufacturing and marketing the Intercept Platelet System following
regulatory approval. The Platelet Agreement also provides for Baxter to make a
$5 million cash milestone payment to Cerus upon approval by the U.S. Food and
Drug Administration of an application to market products developed under the
platelet program, comparable approval in Europe or termination of the platelet
system development program.
Agreement with Baxter for the development of the Intercept Red Blood Cell System
and Intercept Plasma System. Cerus also has a development and commercialization
agreement with Baxter for the joint development of the Intercept Red Blood Cell
System and the Intercept Plasma System for inactivation of viruses, bacteria and
other infectious pathogens in red blood cells and FFP for transfusion (the
"RBC/FFP Agreement"). The RBC/FFP Agreement provides for Baxter and Cerus
generally to share Intercept Red Blood Cell System development costs equally,
subject to mutually determined budgets established from time to time. Cerus is
solely responsible for funding the development costs of the Intercept Plasma
System. Baxter has an exclusive, worldwide distribution license and will be
responsible for manufacturing and marketing the Intercept Red Blood Cell System
and Intercept Plasma System following regulatory approvals. The RBC/FFP
Agreement also provides for an equal sharing of revenue from sales of Intercept
Red Blood Cell System disposables, and for Cerus to receive 75% and Baxter to
receive 25% of revenue from sales of Intercept Plasma System disposables, after
each party is reimbursed for its cost of goods and a specified percentage
allocation, not to exceed 14% of revenue, is retained by Baxter for marketing
and administrative expenses.
9
<PAGE> 10
From inception through June 30, 2000, Cerus has received $46.7 million in equity
investments from Baxter and has recognized $22.8 million in revenue from Baxter.
Development funding is in the form of balancing payments made by Baxter to
Cerus, if necessary, to reimburse Cerus for development spending in excess of
the levels determined by Baxter and Cerus. Development funding revenue is
recognized as the related project costs are incurred.
Agreement with the Consortium for Plasma Science. In December 1998, Cerus and
the Consortium for Plasma Science entered into an agreement for the development
of a pathogen inactivation system for source plasma used for fractionation. The
Consortium is co-funded by four plasma fractionation companies: Alpha
Therapeutics Corporation, Aventis Behring, Bayer Corporation and Baxter. The
Consortium, which is a separate entity from its members, provides research and
development funding worldwide for technologies to improve the safety of source
plasma. Under the agreement, the Consortium is funding development of Cerus'
proprietary technology for use with source plasma, subject to a periodic review
process. Subject to the Consortium meeting certain funding requirements, Cerus
will pay the Consortium a royalty based on a percentage of product sales, if
any. Development activities are ongoing under this agreement, which may be
extended periodically upon mutual approval of a development plan and budget.
There is no guarantee that the agreement will be extended.
RESULTS OF OPERATIONS
THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
Revenue. Cerus anticipates that its sources of revenue until product sales occur
will be limited to payments under collaboration agreements, including Cerus'
development and commercialization agreements with Baxter and development
agreement with the Consortium, and payments from the United States government
under research grant programs. Development revenue from Baxter and the
Consortium increased 90% to $0.4 million for the three months ended June 30,
2000 from $0.2 million for the comparable period in 1999, and increased 30% to
$1.0 million for the six months ended June 30, 2000 from $0.8 million for the
comparable period in 1999. The increase for both periods was principally from
increased development revenue from Baxter for the Intercept Red Blood Cell
System, resulting primarily from increased expenses incurred by Cerus on this
program in 2000. Revenue earned under the agreements with Baxter is dependent on
the relative spending by Cerus and Baxter on the programs for which development
costs are shared. Cerus did not recognize any license or milestone revenue in
the three and six months ended June 30, 2000 and 1999.
Government grant revenue decreased 51% to $0.1 million for the three months
ended June 30, 2000 from $0.2 million for the comparable period in 1999, and
decreased 62% to $0.2 million for the six months ended June 30, 2000 from $0.4
million for the comparable period in 1999. The decrease for both periods was
primarily due to the expiration of three government grants between April 1999
and August 1999. Cerus currently has one government grant which expires in
September 2002. There can be no assurance that Cerus will receive additional
government grants in the future.
Research and Development Expenses. Research and development expenses increased
48% to $8.0 million for the three months ended June 30, 2000 from $5.4 million
for the comparable
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period in 1999, and increased 53% to $15.1 million for the six months ended June
30, 2000 from $9.9 million for the comparable period in 1999. The increase for
both periods was due principally to the addition of scientific personnel and
increased costs for clinical trials. Cerus anticipates that its research and
development expenses will continue to increase as Phase 3 clinical trials of the
Intercept Platelet System and Intercept Plasma System continue, and as research
and development activity relating to its other programs increases.
General and Administrative Expenses. General and administrative expenses
increased 35% to $1.8 million for the three months ended June 30, 2000 from $1.3
million for the comparable period in 1999, and increased 50% to $3.6 million for
the six months ended June 30, 2000 from $2.4 million for the comparable period
in 1999. The increase for both periods was primarily attributable to increased
outside consultant expenses and the addition of administrative personnel
associated with expansion of Cerus' operations. Cerus expects its general and
administrative expenses to continue to increase as development activities
expand.
Net Interest Income. Net interest income was $0.8 million for the three month
periods ended June 30, 2000 and 1999, and increased 40% to $1.5 million for the
six months ended June 30, 2000 from $1.0 million for the comparable period in
1999. The increase for the six month period was attributable primarily to
increased average cash and investments balances related to proceeds from the
issuance of preferred stock to Baxter in March 1999, the public offering of
common stock and private placement of common stock to Baxter in April 1999 and
the private placement of common stock to accredited investors, including Baxter,
in February 2000. Cerus typically maintains substantial balances of cash
equivalents and short-term investments to fund future research and development
activities. Cerus expects to earn interest at market rates in proportion to the
securities balances it maintains.
LIQUIDITY AND CAPITAL RESOURCES
Cerus' sources of capital to date have consisted of public offerings and private
placements of equity securities, payments received under its agreements with
Baxter and the Consortium, United States government grants and interest income.
To date, Cerus has not received any revenue from product sales, and it will not
derive revenue from product sales unless and until one or more products under
development receives regulatory approval and achieves market acceptance.
In February 2000, Cerus completed a private placement of 1,000,000 shares of
common stock at $25.00 per share and received net proceeds of $23.9 million,
after deducting related expenses. The shares were purchased by institutional and
other accredited investors, including Baxter, which purchased 390,000 shares.
At June 30, 2000, Cerus had cash, cash equivalents and short-term investments of
$50.3 million.
Net cash used in operating activities was $14.3 million for the six months ended
June 30, 2000, compared to $15.6 million for the same period in 1999, resulting
primarily from the net loss of $16.0 million during the period, offset by
changes in other operating balances. Net cash provided by investing activities
in the six months ended June 30, 2000 of $21.7 million resulted principally from
the maturities of $26.6 million of short-term investments, offset by the
purchases of $4.6 million of short-term investments. Working capital increased
to $40.3 million
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at June 30, 2000 from $32.0 million at December 31, 1999, primarily due to
increased cash balances from financing activities, partially offset by a
decrease in short-term investment balances.
Cerus believes that its available cash balances, together with anticipated cash
flows from existing development and grant arrangements, will be sufficient to
meet its capital requirements for at least the next 12 months. These near-term
capital requirements are dependent on various factors, including the development
progress of the Intercept Blood Systems and other programs; payments by Baxter
and the Consortium; and costs related to creating, maintaining and defending
Cerus' intellectual property position. Cerus' long-term capital requirements
will be dependent on these factors and on Cerus' ability to raise capital
through public or private equity or debt financings or through additional
collaborative arrangements or government grants, the achievement of milestones,
regulatory approval and successful commercialization of the Intercept Blood
Systems and other products under development, competitive developments and
regulatory factors. Future capital funding transactions may result in dilution
to investors in Cerus. Capital may not be available on favorable terms, or at
all. There can be no assurance that Cerus will be able to meet its capital
requirements for this or any other period.
FINANCIAL INSTRUMENTS
Cerus maintains an investment portfolio of various issuers, types and
maturities. These securities are generally classified as available for sale and,
consequently, are recorded on the balance sheet at fair value with unrealized
gains or losses reported as a separate component of stockholders' equity, if
material. Unrealized gains and losses at June 30, 2000 and December 31, 1999
were not material. Cerus' investments primarily consist of short-term money
market mutual funds, United States and state government obligations and
commercial paper. Of Cerus' investments balance of $50.3 million at June 30,
2000, approximately 71% have original maturity dates of less than 90 days and
approximately 13% of this balance have original maturities of 90 days to one
year. Cerus does not believe its exposure to interest rate risk to be material
given the short-term nature of its investment portfolio.
ADDITIONAL RISKS
Cerus' business is subject to significant additional risks, including, but not
limited to, the risks and uncertainties inherent in its research and development
efforts, including pre-clinical and clinical trials; the lengthy, expensive and
uncertain process of seeking regulatory approvals; dependence on Baxter and
other third parties; uncertainties associated both with obtaining and enforcing
its patents and with the patent rights of others; technological change and
competition; manufacturing uncertainties; and uncertainties regarding government
reforms and of product pricing and reimbursement levels.
Cerus' programs are in the research and development stage and will require
significant additional pre-clinical and clinical testing prior to submission of
any regulatory application for commercial use. Cerus has not filed a product
approval application with the FDA or made corresponding regulatory filings in
Europe for the Intercept Platelet System or for any of its other products under
development. No assurance can be given that such filings will be made or that
any of Cerus' development programs will be successfully completed; that any
further Investigational New Drug or Investigational Device Exemption
applications will become effective or that additional clinical
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<PAGE> 13
trials will be allowed by the FDA or other regulatory authorities; that future
clinical trials will commence as planned; that required United States or foreign
regulatory approvals will be obtained on a timely basis, if at all; or that any
products for which approval is obtained will be commercially successful.
In addition, the market price of Cerus' common stock, like that of the common
stock of many other companies in similar industries, is likely to be highly
volatile. Factors such as the announcements of scientific achievements or new
products by Cerus or its competitors; governmental regulation; health care
legislation; developments in patent or other proprietary rights of Cerus or its
competitors, including litigation; fluctuations in Cerus' operating results;
comments made by analysts, including changes in analysts' estimates of Cerus'
financial performance; and market conditions for health care stocks in general
could have significant impact on the future price of the common stock. In
addition, the stock market has from time to time experienced extreme price and
volume fluctuations, which may be unrelated to the operating performance of
particular companies. There can be no assurance that fluctuations in the price
and volume of Cerus' common stock will not occur in the future.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this item is provided under the caption "Financial
Instruments" under Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting of stockholders was held on May 11, 2000, to
consider and vote upon three matters. The first matter related to the election
of two director nominees: B.J. Cassin and Peter H. McNerney. The two directors
elected will hold office until the 2003 annual meeting
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<PAGE> 14
of stockholders and until their successors are elected. The votes cast and
withheld for such nominees were as follows:
<TABLE>
<CAPTION>
Nominee Votes in Favor Votes Withheld
------- -------------- --------------
<S> <C> <C>
B.J. Cassin 10,907,650 404,382
Peter H. McNerney 10,872,650 439,382
</TABLE>
The second matter related to the approval of an amendment to the Company's 1999
Equity Incentive Plan to increase the number of shares of common stock
authorized for issuance under the Incentive Plan by 1,500,000 shares, to a total
of 2,080,000 shares. 6,145,954 votes were cast for approval, 1,402,778 were cast
against with 44,439 abstentions. The third matter related to the ratification of
the appointment of Ernst & Young LLP as independent auditors of the Company for
2000. 11,303,854 votes were cast for approval, 675 were cast against with 7,503
abstentions.
Based on these voting results, each of the directors nominated was elected and
the second and third matters were passed.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three month period ended June
30, 2000.
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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, thereunto duly authorized.
CERUS CORPORATION
Date: August 7, 2000 /s/ Gregory W. Schafer
-------------- ----------------------
Gregory W. Schafer
Chief Financial Officer
(Principal Financial and Accounting Officer)
15
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CERUS CORPORATION
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
------- ------------ ------------
<S> <C> <C>
27.1 Financial Data Schedule ---
</TABLE>
16
