<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1997
-------------------------
[ ] Transition Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from ______________ to _________________
Commission file number 0-22413
UNIVEC, INC.
----------------------------------------------
(Name of Small Business Issuer in Its charter)
Delaware 11-3163455
- -------------------------------- --------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
999 Franklin Avenue, Garden City, New York 11530
------------------------------------------------
(Address of Principal Executive Offices)
(516) 294-1000
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Not Applicable
---------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days.
Yes X No
----- -----
As of October 31, 1997, the Issuer had 2,881,769 shares of Common Stock,
$0.001 par value, outstanding.
Transitional Small Business Disclosure Format:
Yes No X
----- -----
<PAGE>
Part I. Financial Information
Item 1: Consolidated Financial Information
Univec, Inc. and Subsidiary
Consolidated Balance Sheet
<TABLE>
<CAPTION>
September 30,
1997
ASSETS: (Unaudited)
<S> <C>
Current assets:
Cash and cash equivalents $ 2,452,368
Accounts receivable 59,790
Inventory 495,735
Prepaid expenses and other current assets 30,243
-----------
Total current assets 3,038,136
Fixed assets, net 1,100,446
Patent rights, net 60,000
-----------
Total assets $ 4,198,582
===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 330,719
Accrued expenses 70,091
Loan payable 17,700
-----------
Total current liabilities 418,510
Notes payable to officers 391
-----------
Total liabilities 418,901
Stockholders' equity:
Preferred stock $.001 par value; 4,997,500 shares authorized;
none issued and outstanding
Series A 8% Cumulative Convertible Preferred Stock, $.001 par value,
2,500 shares authorized; 1,919 shares issued and outstanding 2
Common stock $.001 par value; 25,000,000 shares authorized; issued
and outstanding 2,881,769 shares 2,882
Additional paid-in capital 4,878,376
Accumulated deficit (1,101,579)
-----------
Total stockholders' equity 3,779,681
-----------
Total liabilities and stockholders' equity $ 4,198,582
===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Univec, Inc. and Subsidiary
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
----------------------------- -----------------------------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Sales $ 72,221 $ 590,698 $ 282,000
Cost of sales 66,238 325,368 223,931
----------- ----------- -----------
Gross profit 5,983 265,330 58,069
Operating expenses:
Marketing 108,267 $ 49,994 320,101 97,699
Product development 105,023 29,114 253,680 55,428
General and administrative 318,165 365,275 877,756 687,856
Royalties 65,000 70,000
----------- ----------- ----------- -----------
Total operating expenses 531,455 444,383 1,516,537 910,983
----------- ----------- ----------- -----------
Loss from operations (525,472) (444,383) (1,251,207) (852,914)
Other income 1,683,788 1,683,788
Interest (expense) income, net 34,082 (47,409) (767,489) (149,877)
----------- ----------- ----------- -----------
Net income (loss) $ 1,192,398 $ (491,792) $ (334,908) $(1,002,791)
=========== =========== =========== ===========
Net income (loss) per share $ 1.03 $ (.46) $ (.30) $ (.95)
=========== =========== =========== ===========
Weighted average common
stock outstanding 1,156,769 1,059,001 1,119,698 1,059,001
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Univec, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-----------------------------
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (334,908) $(1,002,791)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation, amortization and other non cash charges 889,466 14,814
Unearned income recognition (1,683,788)
Changes in assets and liabilities:
Accounts receivable 89,843 (90,705)
Inventory (256,364) (86,364)
Prepaid expenses and other current assets 21,219
Accounts payable and accrued expenses (224,604) 506,915
----------- -----------
Net cash used in operating activities (1,499,136) (658,131)
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets (387,735) (449,282)
Payment on note for acquisition of patent (20,000) (20,000)
----------- -----------
Net cash used in investing activities (407,735) (469,282)
----------- -----------
Cash flows from financing activities:
Proceeds from borrowings 17,700
Payment of notes (1,015,949) (790,000)
Proceeds from issuance of notes 250,000
Proceeds from issuance of common stock, net 4,996,542
Advances from affiliates/stockholders, net 27,157
Deferred debt costs (32,264)
Deferred offering costs (27,500)
Unearned income on supply and licensing agreements
1,683,788
Restricted funds 32,500
----------- -----------
Net cash provided by financing activities 4,030,793 1,111,181
----------- -----------
Net increase (decrease) in cash 2,123,922 (16,232)
Cash at beginning of period 328,446 79,978
----------- -----------
Cash at end of period $ 2,452,368 $ 63,746
=========== ===========
</TABLE>
Supplemental disclosures of noncash investing and financing activities:
Conversion of indebtedness to Series A Preferred Stock for $650,000.
Conversion of indebtedness to Common Stock for $245,390.
Conversion of officer note to Common Stock for $15,295.
Reclassification of S-corporation losses through April 24, 1997
to additional paid-in capital of $3,486,467.
See accompanying notes to consolidated financial statements.
<PAGE>
Univec, Inc. and Subsidiary
Notes to Consolidated Financial Statements
1. General:
The unaudited consolidated financial statements included herein have been
prepared in accordance with the requirements of Regulation S-B and
supplementary financial information included herein, if any, and has been
prepared in accordance with Item 310(b) of Regulation S-B and, therefore,
omit or condense certain footnotes and other information normally included
in financial statements prepared in accordance with generally accepted
accounting principles. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair
presentation of the financial information for the interim periods reported
have been made. The financial statements should be read in conjunction with
the financial statements and notes thereto, together with Management's
Discussion contained in the Company's Registration Statement on Form SB-2
(SEC File No. 333-20187) declared effective by the Securities and Exchange
Commission on April 24, 1997 and the Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1997 and March 31, 1997. The results of operations
for the three and nine months ended September 30, 1997 are not necessarily
indicative of the results for the entire fiscal year ending December 31,
1997.
2. Income (Loss) Per Share:
Income (loss) per share has been computed by dividing net income (loss) by
the weighted average number of common shares outstanding during the period.
Common stock equivalents are not dilutive.
3. Public Offering:
In May 1997, the Company sold, in its initial public offering of securities
(the "Offering"), 1,725,000 shares of common stock and 2,587,500 redeemable
common stock purchase warrants, inclusive of the over-allotment, at a price
of $3.50 per share and $.10 per warrant, respectively. Each warrant
entitles the holder to purchase one share of common stock at an exercise
price of $4.50 per share through April 23, 2002. The warrants are
redeemable by the Company at $.05 per warrant upon 30 days prior written
notice, if the closing bid price as reported on Nasdaq, or the closing
price, as reported on a national or regional securities exchange, as
applicable, of the shares of common stock for 20 consecutive trading days
ending within three days of the notice of redemption of the warrants has
been at least $8.00 per share. Net proceeds received were approximately
$4,996,542.
Simultaneous with the Offering, the Company repaid the outstanding bridge
note payable of $1,000,000 and charged the debt financing costs of $783,282
to interest expense.
<PAGE>
4. Stockholders' Equity:
In January and March 1997, the Company authorized the issuance of 650
shares of Series A 8% Cumulative Convertible Preferred Stock to certain
stockholders of common stock in exchange for amounts due of $650,000.
On May 2, 1997, an officer of the Company exercised the remaining 4,370
incentive stock options under the 1996 Stock Option Plan at $3.50 per
share. In May 1997, the Company authorized the issuance of 34, 397 shares
of common stock at $3.50 per share to a certain stockholder of common stock
and 35,715 shares of common stock at $3.50 per share to a certain lender in
exchange for amounts due of $120,390 and $125,000, respectively.
A summary of the changes in stockholders' equity for the nine months ended
September 30, 1997 is as follows:
<TABLE>
<CAPTION>
Series A Additional Deferred
Preferred Common Paid-in Accumulated Offering
Stock Stock Capital Deficit Costs Total
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $ 1 $ 1,082 $ 2,459,417 $(4,253,138) $ (92,500) $(1,885,138)
Conversion of indebtedness to
Series A Preferred Stock 1 649,999 650,000
Exercise of stock options 4 15,291 15,295
Conversion of indebtedness to
Common Stock 71 245,319 245,390
Issuance of Common Stock in
initial public offering 1,725 4,994,817 4,996,542
Payment of deferred offering costs 92,500 92,500
Reclassification of S-corporation
losses through April 24, 1997 (3,486,467) 3,486,467
Net loss (334,908) (334,908)
----------- ----------- ----------- ----------- ----------- -----------
Balance, September 30, 1997 $ 2 $ 2,882 $ 4,878,376 $(1,101,579) $ -- $ 3,779,681
=========== =========== =========== =========== =========== ===========
</TABLE>
5. Newly Issued Accounting Standards:
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No.
128"), which establishes standards for computing and presenting earnings
per share. SFAS No. 128 will be effective for financial statements issued
for periods ending after December 15, 1997. Earlier application is not
permitted. Management has determined that the effects of this change on the
Company's financial statements will not be material.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS 130"), which requires that changes in comprehensive income be shown
in a financial statement that is displayed with the same prominence as
other financial statements. SFAS No. 130 becomes effective in fiscal 1998.
Management has not yet evaluated the effects of this change on the
Company's financial statements.
<PAGE>
6. Unearned Income:
On May 30, 1996, the Company entered into a five-year supply and licensing
agreement with a manufacturer. The supply agreement requires the
manufacturer to supply Univec with approximately 50,000,000 syringe
components per year. In connection with this supply agreement, the
manufacturer sold a production mold and inserts to Univec for nominal
consideration, and subsequently leased back the equipment. Under this
lease, the lessee is required to make payments over three years
approximating $1,946,000 to Univec. In July 1996, Univec assigned its
rights to the last 34 lease payments to an unrelated corporation for
approximately $1.6 million. Certain stockholders of the Company have agreed
to pay the manufacturer up to $1,000,000 (less $0.14925 for each dollar
paid by the Company under the agreement) if Univec does not purchase
$6,700,000 of products from the manufacturer over the first three years of
the agreement.
Simultaneous with the supply agreement, the Company granted the
manufacturer the option to license the Company's product providing the
manufacturer the right to manufacture and sell the Company product to
certain segments of the market for a royalty of 5% of sales of the licensed
product. Unearned income in connection with these agreements were to be
recognized in income upon the sale of the Company's product supplied by the
manufacturer.
During the third quarter of 1997, the manufacturer informed the Company
that it was unable to produce certain products to the Company's
specifications. As a result, the Company is no longer required to make the
minimum purchase requirements as discussed above, and the Company has fully
recognized all previously unearned income.
<PAGE>
Results of Operations
Three Months Ended September 30, 1997 and 1996
Sales. Sales for the three months ended September 30, 1997 (the "1997
three-month period") were approximately $72,000 as compared to no sales for the
three months ended September 30, 1996 (the "1996 three-month period"). During
the 1997 three-month period, UNIVEC (the "Company") sold difficult to reuse
syringes, most of which were the Company's patented 1cc locking clip syringe.
Cost of Sales. Cost of sales for the 1997 three-month period were
approximately $66,000 as compared to no cost of sales for the 1996 three-month
period. The cost of sales for the 1997 three-month period includes primarily the
manufacture of UNIVEC's patented 1cc locking clip syringe by a Portuguese
company that the Company has hired to produce its branded products.
Marketing. Marketing expense for the 1997 three-month period increased
by approximately $58,000 as compared to the 1996 three-month period. This
increase is due primarily to expenditures associated with promoting the
Company's locking syringes to target markets, and it is consistent with the
budgeted amount for marketing in the use of proceeds section of the Company's
Prospectus. For the 1996 three-month period, the Company decided to spend money
on fixed assets for production rather than marketing.
Product Development. Product development expenses for the 1997
three-month period increased by approximately $76,000 as compared to the 1996
three-month period. This increase is due primarily to expenditures for research
and development for safety hypodermic devices other than the Company's 1cc
locking clip syringe, and it is consistent with the budgeted amount for product
development in the use of proceeds section of the Company's Prospectus. For the
1996 three-month period, the Company decided to spend money on fixed assets for
production rather than product development.
General and Administrative. General and administrative expenses for the
1997 three-month period decreased by approximately $47,000 as compared to the
1996 three-month period. This decrease is due primarily to decreased legal
expenses for general corporate matters.
Other Income. In the second quarter of 1996, the Company entered into
an agreement to buy syringe components from Sherwood Davis & Geck ("Sherwood"
and the "Sherwood Supply Agreement"). In connection with the Sherwood Supply
Agreement, Sherwood sold all of its right, title and interest in and to the
production mold for the plunger, including the mold inserts and insert base
(together, the "Plunger Mold") to the Company in consideration for an option to
<PAGE>
enter into a non-exclusive license to manufacture and sell the Company's locking
clip syringes in the United States. The Company also entered into a lease
agreement with Sherwood pursuant to which it leased back the Plunger Mold to
Sherwood (the "Equipment Lease") for a period of six years for use in the
manufacture and production of the plungers as part of the assembly of
non-aspirating syringes using the Company's proprietary design specifications.
Sherwood is required to make aggregate rental payments of $1,946,016 in 36 equal
consecutive monthly installments of $54,056, over the first three years of the
term of the Equipment Lease. In consideration for said lease payments, the
Company agreed to pay Sherwood 14.925% of the cumulative invoiced amount of
components in excess of $3,350,000 up to a maximum invoiced amount of $6,700,000
(or a maximum of $500,000). In addition, certain stockholders of the Company
agreed to pay Sherwood up to $1,000,000 (less 14.925% of each dollar paid by the
Company under the Sherwood Supply Agreement) in the event the Company fails to
pay a cumulative invoiced amount of $6,700,000 over the first three years of the
Sherwood Supply Agreement provided Sherwood is able to deliver 100,000,000
plungers that meet tolerances during this time frame. In July 1996, the Company
sold the Plunger Mold, subject to the Equipment Lease, together with the
Company's right to the payments under the Equipment Lease, to a financial
institution for net cash consideration of $1,600,000 ($1,837,904 less expenses
of approximately $238,000). In connection with such sale, the financial
institution agreed to sell the Plunger Mold back to the Company for a nominal
amount upon expiration of the term of the Equipment Lease. Because of the
related party guarantees, the Company deferred recognition of approximately
$1,684,000, which equals the net proceeds from the lease payments received and
the 34 payments sold to a financial institution. Unearned income in connection
with these agreements was to be recognized upon the sale of the Company's
locking clip syringes that included components supplied by Sherwood under the
Sherwood Supply Agreement.
During the 1997 three-month period, Sherwood acknowledged that it was
unable to produce plungers that met the Company's tolerances, and subsequently,
Sherwood has agreed to return the Plunger Mold to the Company. Because the
related party guarantees are no longer effective, the Company has recognized all
of the deferred income related to the Sherwood Supply Agreement during the 1997
three-month period. For tax purposes, the Company recognized the deferred income
from the Sherwood Supply Agreement on its 1996 S corporation return.
Interest Income/(Expense), Net. The 1997 three-month period had net
interest income of approximately $34,000 as result of proceeds from the initial
public offering, which closed during May 1997, being invested in
interest-bearing accounts, whereas the 1996 three-month period had net interest
expense of ($47,000).
<PAGE>
Net Income (Loss). During the 1997 three-month period, the Company had
net income as result of the income recognized from the Sherwood Supply
Agreement, whereas during the 1996 three-month period, the Company had a net
loss. Earnings before interest, taxes, depreciation, amortization, and other non
cash charges and credits ("EBITDA") for the 1996 three-month period is
approximately ($436,000), whereas EBITDA for the 1997 three-month period is
approximately ($488,000) or an increase of approximately ($52,000) over the 1996
three-month period, which is due primarily to higher expenditures for marketing
and product development, offset partially by higher gross profits.
Nine Months Ended September 30, 1997 and 1996
Sales. Sales for the nine months ended September 30, 1997 (the "1997
nine-month period") increased by approximately $309,000 as compared to the nine
months ended September 30, 1996 (the "1996 nine-month period") as result of
increased sales of disposable medical devices. In order to fill demand for
difficult to reuse syringes from January to June 1997, the Company obtained and
sold an inventory of difficult to reuse syringes of an alternative design. From
July to September 1997, production of the Company's patented 1cc locking clip
syringe was sufficient to meet demand. Some of the revenues for the 1997
nine-month period were attributable to resales of lancets. Revenues for the 1996
nine-month period were derived primarily from resales of lancets.
Cost of Sales. Cost of sales for the 1997 nine-month period increased
by approximately $101,000 as compared to the 1996 nine-month period. The cost of
sales for the 1997 nine-month period includes primarily the purchase of
difficult to reuse syringes; from January to June 1997, cost of sales includes
primarily the purchase of difficult to reuse syringes of an alternative design
to the Company's patented 1cc locking clip syringe, whereas from July to
September 1997, cost of sales includes primarily the manufacture of UNIVEC's
patented 1cc locking clip syringe by a Portuguese company that the Company has
hired to produce its branded products. The cost of sales for the 1996 nine-month
period includes primarily the purchase of lancets.
Marketing. Marketing expense for the 1997 nine-month period increased
by approximately $222,000 as compared to the 1996 nine-month period. This
increase is due primarily to expenditures associated with promoting the
Company's locking syringes to target markets, and it is consistent with the
budgeted amount for marketing in the use of proceeds section of the Company's
Prospectus. For the 1996 nine-month period, the Company decided to spend money
on fixed assets for production rather than marketing.
Product Development. Product development expenses for the 1997
nine-month period increased by approximately $198,000 as compared to the 1996
<PAGE>
nine-month period. This increase is due primarily to expenditures for research
and development for safety hypodermic devices other than the Company's 1cc
locking clip syringe, and it is consistent with the budgeted amount for product
development in the use of proceeds section of the Company's Prospectus. For the
1996 nine-month period, the Company decided to spend money on fixed assets for
production rather than product development.
General and Administrative. General and administrative expenses for the
1997 nine-month period increased by approximately $190,000 as compared to the
1996 nine-month period. This increase is due primarily to increased: (i)
non-cash charges for depreciation and (ii) cash charges for property, casualty
and general liability insurance and payroll.
Royalty Expense. Royalty expense for the 1997 nine-month period
decreased by $5,000 as compared to the 1996 nine-month period. This decrease is
due primarily to the Company not electing to continue a licensing agreement.
Other Income. During the 1997 nine-month period, the Company recognized
the deferred income from the Sherwood Supply Agreement as described in
management's discussion and analysis of the Three-Months Ended September 30,
1997 and 1996. For tax purposes, the Company recognized the deferred income from
the Sherwood Supply Agreement on its 1996 S corporation return.
Interest Income/(Expense), Net. Net interest expense for the 1997
nine-month period increased by approximately ($618,000) as compared to the 1996
nine-month period. This increase is due to the write-off of deferred financing
costs as result of the repayment of the bridge notes, which resulted in a non
cash charge of approximately ($783,000). Excluding this non cash charge, the
1997 nine-month period would have net interest income of approximately $16,000.
Net Loss. The net loss for the 1997 nine-month period decreased by
approximately $668,000 as compared to the 1996 nine-month period. This decrease
is due primarily to the income recognized from the Sherwood Supply Agreement of
approximately $1,684,000, offset partially by deferred financing costs of
approximately $783,000. Earnings before interest, taxes, depreciation,
amortization, and other non cash charges and credits ("EBITDA") for the 1996
nine-month period is approximately ($834,000), whereas EBITDA for the 1997
nine-month period is approximately ($1,141,000) or an increase of approximately
($307,000) over the 1996 nine-month period, which is due primarily to higher
expenditures for marketing and product development, offset partially by
higher gross profits.
<PAGE>
Liquidity and Capital Resources
In the 1997 and 1996 nine-month periods, the Company used cash from
operating activities. Net losses in each of these periods greatly affected net
cash from operations. For the 1997 nine-month period, increased inventory and
decreased accounts payable and accrued expenses were significant uses of cash in
addition to the net loss adjusted for non-cash charges. For the 1996 nine-month
period, increased accounts receivable and inventory were significant uses of
cash in addition to the net loss adjusted for non-cash charges.
During May 1997, the Company received net proceeds of approximately
$5,000,000 from the sale of 1,725,000 shares of Common Stock and 2,587,500
common stock purchase warrants in its initial public offering. The Company used
approximately $1,031,000 of such net proceeds to pay the principal amount
($1,000,000) and accrued interest (approximately $31,000) on its bridge notes.
The Company's investing activities have consisted primarily of
expenditures for production equipment. Commencing in May 1997, the Company
placed orders to purchase assembly machines, presses, and tools to increase its
capacity to produce safety locking syringes. As of October 31, 1997, the Company
had outstanding purchase orders of approximately $1,000,000 to purchase syringe
components and production equipment.
The Company has commenced production of its 1cc locking clip syringe at
a contract manufacturer in Portugal and has begun fulfilling an order for its
patented 1cc locking clip syringe, which has a pro forma invoice value of
approximately $693,000. During the 1997 three-month period, the Company
relocated production of clip-plunger assemblies from Harmac Medical Products in
Buffalo, NY to a manufacturer on Long Island, NY, which is located near the
Company's executive offices. Under terms of a non-binding letter of intent, the
Long Island manufacturer would develop, own, and operate on an exclusive basis
for UNIVEC its own machinery for the production of clip-plunger assemblies used
for production of the Company's 1cc locking clip syringes. In addition from
vendors other than the Long Island manufacturer, the Company has purchased
several mechanical machines that assist in clip-plunger assembly and has placed
an order for an assembly machine that produces clip-plunger assemblies.
Currently, the Portuguese facility is producing clip-plunger assemblies and will
continue to produce clip-plunger assemblies after production commences at the
Long Island facility. There can be no assurance that the Long Island
manufacturer will enter into a legally binding agreement with the Company for
the production of clip-plunger assemblies, or that the Long Island manufacturer
will produce clip-plunger assembles in sufficient quantities to satisfy the
Company's requirements.
<PAGE>
The Company is completing plans to construct an approximately 25,000
square foot assembly facility in Ghent, NY and intends to finance construction
of the facility with the proceeds from the sale of industrial development
revenue bonds to be issued by Columbia County, NY. Although the Company has
engaged the services of investment firms in connection with the bond financing,
there can be no assurance that the Company can negotiate acceptable terms for
this bond financing or as to when, if ever, the bond financing will be
completed.
Except for the historical information herein, the matters discussed in
this report are forward-looking statements that involve risks and uncertainties,
including market acceptance of the Company's products, timely development and
acceptance of new products, impact of competitive products, development of an
effective organization, interruptions to production, improvements to
manufacturing costs, and other risks detailed from time to time in the Company's
SEC reports and its Prospectus dated April 24, 1997 (as supplemented by the
Prospectus Supplement dated April 29, 1997) forming a part of its Registration
Statement on Form SB-2 (File No. 333-20187), as amended, which was declared
effective by the Commission on April 24, 1997.
PART II
OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
The Company commenced an initial public offering of its securities on
April 24, 1997 (the "Effective Date"), whereby it received net proceeds of
approximately $5,000,000 (the "Net Proceeds"). Since the Effective Date, the
Company has spent the following approximate amounts of the Net Proceeds towards
the purposes indicated:
Use of Net Proceeds through September 30, 1997
- ----------------------------------------------
Equipment $348,102
Marketing, promotion and public relations 218,019
Product development 176,697
Payment of bridge notes 1,000,000
Management salaries 130,000
Working capital and general purposes 674,814
Temporary investments in interest-bearing bank accounts 2,452,368
----------
Net Proceeds $5,000,000
==========
The expenditure by the Company of the Proceeds since the Effective Date for any
other items not listed above has not changed since the Company's last filed
periodic report (including Form S-R) and, pursuant to the Securities Act of
1933, as amended, and the rules and regulations promulgated thereby, the listing
of such expenditures is omitted from this report.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNIVEC, INC.
Dated: November 24, 1997 By: /s/ Joel Schoenfeld
-------------------------------
Joel Schoenfeld
Chairman of the Board
Chief Executive Officer
Dated: November 24, 1997 By: /s/ David Chabut
-------------------------------
David Chabut
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
Exhibit 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,452,368
<SECURITIES> 0
<RECEIVABLES> 59,790
<ALLOWANCES> 0
<INVENTORY> 495,735
<CURRENT-ASSETS> 3,038,136
<PP&E> 1,100,446
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,198,582
<CURRENT-LIABILITIES> 418,510
<BONDS> 0
0
2
<COMMON> 2,882
<OTHER-SE> 4,878,376
<TOTAL-LIABILITY-AND-EQUITY> 4,198,582
<SALES> 590,698
<TOTAL-REVENUES> 590,698
<CGS> 325,368
<TOTAL-COSTS> 325,368
<OTHER-EXPENSES> 1,516,537
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 767,489
<INCOME-PRETAX> (334,908)
<INCOME-TAX> 0
<INCOME-CONTINUING> (334,908)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (334,908)
<EPS-PRIMARY> (.30)
<EPS-DILUTED> (.30)
</TABLE>
