<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 12, 1999
V.I. TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
000-24241
(Commission
File Number)
Delaware 11-328476
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
155 Duryea Road
Melville, New York 11747
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 752-7314
<PAGE>
The undersigned registrant hereby amends Item 7 of its Current Report on Form
8-K, originally filed by the registrant with the Securities and Exchange
Commission on November 24, 1999, to read in its entirety as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired.
----------------------------------------------
The audited consolidated financial statements of Pentose and the
related Reports of Independent Public Accountants required to be filed are set
forth on pages F-28 through F-42 of the Joint Prospectus/Proxy Statement
included in VITEX's registration statement on Form S-4 (No. 333-87443) ("Joint
Prospectus/Proxy Statement"). Such information is incorporated herein by
reference. The unaudited financial statements of Pentose as of September 30,
1999 and for the nine months ended September 30, 1999 and 1998 and for the
cumulative period from inception (June 8, 1995) to September 30, 1999 are filed
in Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro forma financial information.
------------------------------------
The pro forma financial statements required to be filed are filed as
Exhibit 99.2 hereto and are incorporated herein by reference.
(c) Exhibits.
The following exhibits are filed as part of this report pursuant
to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
2.1 Agreement and Plan of Merger dated as of July 28, 1999, by and
among VITEX, Pentose, and certain stockholders of Pentose. Filed
as Exhibit 2 to the Registrant's Registration Statement on Form
S-4, as amended (Registration Statement No. 333-87443) and
incorporated herein by reference.
2.2 Amendment to Agreement and Plan of Merger dated as of November
8, 1999, by and among VITEX, Pentose, and certain stockholders
of Pentose. Filed as Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4, as amended (Registration
Statement No. 333-87443) and incorporated herein by reference.
23.1 Consent of Arthur Andersen LLP filed herewith.
23.2 Consent of PricewaterhouseCoopers LLP filed herewith.
99.1 VITEX's Press Release dated November 15, 1999. Previously filed.
99.2 VITEX and Pentose Unaudited Pro Forma Condensed Combined (i)
Balance Sheet as of October 2, 1999; (ii) Statements of
Operations for three quarters ended October 2, 1999 and for the
fiscal year ended January 2, 1999 and (iii) related Notes to
Pro Forma Condensed Combined Financial Statements; and unaudited financial
statements of Pentose as of September 30, 1999 and for the nine
months ended September 30, 1999 and 1998 and for the cumulative period
from inception (June 8, 1995) to September 30, 1999.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 10, 2000 V.I. TECHNOLOGIES, INC.
(Registrant)
By: /s/ Thomas T. Higgins
--- ----------------------------------
Thomas T. Higgins
Executive Vice President,
Operations and Chief Financial
Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Merger dated as of July 28, 1999, by and
among VITEX, Pentose, and certain stockholders of Pentose. Filed
as Exhibit 2 to the Registrant's Registration Statement on Form
S-4, as amended (Registration Statement No. 333-87443) and
incorporated herein by reference.
2.2 Amendment to Agreement and Plan of Merger dated as of November 8,
1999, by and among VITEX, Pentose, and certain stockholders of
Pentose. Filed as Exhibit 2.1 to the Registrant's Registration
Statement on Form S-4, as amended (Registration Statement No.
333-87443) and incorporated herein by reference.
23.1 Consent of Arthur Andersen LLP filed herewith.
23.2 Consent of PricewaterhouseCoopers LLP filed herewith.
99.1 VITEX's Press Release dated November 15, 1999. Previously filed.
99.2 VITEX and Pentose Unaudited Pro Forma Condensed Combined (i)
Balance Sheet as of October 2, 1999; (ii) Statements of
Operations for three quarters ended October 2, 1999 and for the
fiscal year ended January 2, 1999 and (iii) related Notes to
Pro Forma Condensed Combined Financial Statements; and unaudited
financial statements of Pentose as of September 30, 1999 and for
the nine months ended September 30, 1999 and 1998 and for the
cumulative period from inception (June 8, 1995) to September 30,
1999 filed herewith.
4
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K/A of our report dated March 29, 1999 included in the
Registration Statement on Form S-4 (File No. 333-87443). It should be noted that
we have not audited any financial statements of the company subsequent to
December 31, 1998 or performed any audit procedures subsequent to the date of
our report.
/s/ Arthur Andersen LLP
Boston, Massachusetts Arthur Andersen LLP
January 7, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Form 8-K/A of V.I.
Technologies, Inc. of our report dated May 1, 1998, except as to the information
in Note 3 for which the date is July 15, 1998, relating to the financial
statements of Pentose Pharmaceuticals Inc. for the years ended December 31, 1997
and 1996, which appears in the Registration Statement on Form S-4 (File No. 333-
87443).
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
January 6, 2000
<PAGE>
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements
combine the historical balance sheets and statements of operations of VITEX and
Pentose giving effect to the merger using the purchase method of accounting for
a business combination and also reflects the transfer by Pentose of its
Papirine technology by Pentose to Pentose Development Corporation in June 1999.
Pentose Development Corporation is not a party to the merger agreement between
VITEX and Pentose.
This information was derived from the audited financial statements of VITEX
for the year ended January 2, 1999 and the unaudited financial statements as of
and for the three quarters ended October 2, 1999 and from the audited financial
statements of Pentose for the year ended December 31, 1998 and the unaudited
financial statements as of and for the nine months ended September 30, 1999.
The information is only a summary and you should read it in conjunction with our
historical financial statements and related notes contained in the annual
reports and other information that we have filed with the SEC.
The unaudited pro forma condensed combined statements of operations for the
fiscal year ended January 2, 1999 and the three quarters ended October 2, 1999
assume the merger was effected on January 1, 1998. The unaudited pro forma
condensed combined balance sheet gives effect to the merger as if it had
occurred on October 2, 1999.
The estimated charge of $32.2 million resulting from purchased in-process
research and development costs has been reflected as a reduction of
stockholders' equity in the pro forma condensed combined balance sheet as of
October 2, 1999. This same charge has been excluded from the pro forma condensed
combined statement of operations for the year ended January 2, 1999 since the
charge is non-recurring and directly related to the acquisition.
The unaudited pro forma condensed combined financial information is for
illustrative purposes only. The companies may have performed differently had
they always been combined. You should not rely on the pro forma condensed
combined financial information as being indicative of the historical results
that would have been achieved had the companies always been combined or the
future results that the combined company will experience after the merger.
1
<PAGE>
Pro Forma Condensed Combined Balance Sheet
As of October 2, 1999
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Historical Historical Pro Forma Pro Forma
VITEX Pentose Adjustments Combined
----- ------- ----------- --------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 22,172 921 23,093
Trade receivables 8,981 - 8,981
Other receivables, net 715 30 745
Due from related parties, net 49 275 324
Inventory 2,570 - 2,570
Prepaid expenses and other 1,005 78 (815) (A) 268
-----------------------------------------------------------
Total current assets 35,492 1,304 (815) 35,981
-----------------------------------------------------------
Property, plant and equipment, net 35,117 650 (57) (B) 35,710
Intangible assets - - 4,151 (B) 4,151
Other assets, net 1,274 106 1,380
===========================================================
Total assets $ 71,883 $ 2,060 $ 3,279 $ 77,222
===========================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 2,687 - $ 2,687
Current portion of capital lease obiligations 1,272 176 1,448
Accounts payable and accrued expenses 9,557 803 570 (A) 10,930
-----------------------------------------------------------
Total current liabilities 13,516 979 570 15,065
-----------------------------------------------------------
Long-term debt, net of current portion 5,855 - 5,855
Capital lease obligation, net of current portion 2,390 421 2,811
-----------------------------------------------------------
Total liabilities 21,761 1,400 570 23,731
-----------------------------------------------------------
Redeemable convertible preferred stock - 11,500 (11,500) (C) -
Stockholders' equity:
Preferred stock - - -
Common stock 125 4 60 (C) 189
Additional paid-in capital 86,940 - 35,532 (C) 122,472
Less: treasury stock - (1) 1 (C) -
Accumulated deficit (36,943) (10,843) 10,843 (C) (69,170)
(32,227) (D)
-----------------------------------------------------------
Total stockholders' equity 50,122 (10,840) 14,209 53,491
-----------------------------------------------------------
Total liabilities and stockholders' equity $ 71,883 $ 2,060 $ 3,279 $ 77,222
===========================================================
</TABLE>
See accompanying notes to pro forma condensed combined financial statements.
2
<PAGE>
Pro Forma Condensed Combined Statement of Operations
For the three quarters ended October 2, 1999
(Unaudited)
(In thousands, except per share and share amounts)
<TABLE>
<CAPTION>
Historical Historical Pro Forma Pro Forma
VITEX Pentose Adjustments Combined
----- ------- ----------- --------
<S> <C> <C> <C> <C>
Revenue $ 30,996 $ 400 (250) (E) $31,146
Cost and expenses:
Cost of sales 17,683 - 17,683
Research and development, net 5,024 3,407 (250) (E) 7,580
(601) (F)
Amortization of intangibles - - 261 (G) 261
Selling, general and administrative 7,322 1,200 8,522
Charge related to R&D restructuring 2,338 - 2,338
Charge related to product recall 2,645 - 2,645
------------------------------------------------------------
Total costs and expenses 35,012 4,607 (590) 39,029
------------------------------------------------------------
Loss from operations (4,016) (4,207) 340 (7,883)
Interest and other income, net 137 113 250
------------------------------------------------------------
Net loss $ (3,879) $ (4,094) 340 (7,633)
============================================================
Basic and diluted net loss per share $ (0.31) $ (1.05) $ (0.40)
============================================================
Weighted average shares used in computations 12,439 3,896 18,883
</TABLE>
See accompanying notes to pro forma condensed combined financial statements.
3
<PAGE>
Pro Forma Condensed Combined Statement of Operations
For the fiscal year ended January 2, 1999
(Unaudited)
(In thousands, except per share and share amounts)
<TABLE>
<CAPTION>
Historical Historical Pro Forma Pro Forma
VITEX Pentose Adjustments Combined
----- ------- ----------- --------
<S> <C> <C> <C> <C>
Revenue $ 33,755 $ 425 (250) (E) $33,930
Cost and expenses:
Cost of sales 23,860 - 23,860
Research and development, net 7,507 3,336 (250) (E) 9,065
(1,528) (F)
Amortization of intangibles - - 357 (G) 357
Selling, general and administrative 6,951 1,163 8,114
Charge related to product recall 2,202 - 2,202
---------------------------------------------------------
Total costs and expenses 40,520 4,499 (1,421) 43,598
---------------------------------------------------------
Loss from operations (6,765) (4,074) 1,171 (9,668)
Interest and other income, net 365 129 494
---------------------------------------------------------
Net loss $ (6,400) $ (3,945) 1,171 (9,174)
=========================================================
Basic and diluted net loss per share $ (0.61) $ (1.01) $ (0.54)
=========================================================
Weighted average shares used in computations 10,454 3,896 16,898
</TABLE>
See accompanying notes to pro forma condensed combined financial statements.
4
<PAGE>
Notes to Pro Forma Condensed Combined Financial Statements
(Unaudited)
(In thousands, except per share amounts)
(A) Estimated transaction expenses of $1,385 of VITEX associated with
acquisition of Pentose including $815 in prepaid expenses and other current
assets in VITEX's Balance sheet as of October 2, 1999.
(B) Reflects acquisition of Pentose in exchange for an estimated 6,444 shares of
VITEX with a fair value of $6.14 per share based on the average of the
closing price of VITEX's common stock before and after the announcement of
the merger agreement with Pentose, less a discount of approximately $6,300
to reflect restrictions on the sale of 4,435 VITEX common shares issued. The
estimated acquisition costs and preliminary purchase price allocation are
summarized as follows assuming the acquisition had occurred on September 30,
1999:
Fair value of VITEX shares issued in exchange for all outstanding
shares of Pentose............................................... $33,279
Fair value of VITEX stock options issued in exchange for all
outstanding stock options of Pentose............................ 2,314
Estimated transaction expenses................................... 1,385
Pentose liabilities assumed...................................... 1,400
-------
Estimated acquisition costs...................................... $38,378
=======
The estimated acquisition costs have been allocated as follows:
Fair value of in-process research and development costs.......... $32,227
Fair value of intangible assets--core developed
technology and assembled work force............................. 4,151
Fair value of other Pentose assets............................... 2,000
-------
$38,378
=======
(C) Represents the elimination of Pentose's stockholders' equity accounts and
the recording of the issuance of 6,444 shares of VITEX common stock and
stock options with total estimated fair value of $35,593.
(D) Includes charge of $32,227 for acquired in-process research and development
costs. The value of the purchased in-process research and development from
the acquisition was determined by estimating the projected net cash flows
related to products under development, based upon the future revenues to be
earned upon commercialization of such products. The percentage of the cash
flow allocated to purchased in-process research and development was based
upon the estimated percentage complete for each of the projects. These cash
flows were discounted back to their net present value. The resulting
projected net cash flows from such projects were based on management's
estimates of revenues and operating profits related to such projects. No tax
benefit has been reflected in connection with this charge in recognition of
the uncertainty that any such tax benefits will be realized by VITEX based
on its history of operating losses since inception.
(E) Elimination of license fees paid by VITEX to Pentose totaling $250 in both
the year ended January 2, 1999 and the three quarters ended October 2, 1999.
(F) Elimination of research and development costs associated with Pentose's
Papirine technology that was spun off from Pentose to Pentose Development
Corporation in June 1999 prior to the proposed merger with VITEX.
(G) Represents the amortization of intangible assets acquired on a straight-line
basis computed as follows:
* Core/developed technology, totaling $3,622, amortized over 15 years.
* Assembled work force, totaling $529, amortized over five years.
5
<PAGE>
(H) The pro forma weighted average number of shares outstanding is based on the
weighted average shares outstanding of VITEX during the period adjusted to
give effect to 6,444 shares assumed to be issued had the merger taken place
as of January 1, 1998.
6
<PAGE>
PENTOSE PHARMACEUTICALS, INC.
(A Development Stage Company)
Condensed Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
September 30,
1999
----
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 921
Due from Pentose Development Corporation 275
Prepaid expenses 78
Other current assets 30
--------
Total current assets 1,304
--------
Property and equipment, net 650
Long-term deposit 106
--------
Total assets $ 2,060
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of capital lease obligations $ 176
Accounts payable 396
Accrued expenses 407
--------
Total current liabilities 979
--------
Long-term capital lease obligations, net of current portion 421
--------
Total liabilities 1,400
--------
Commitments
Redeemable convertible preferred stock:
Series A redeemable convertible preferred stock, $0.001
par value - authorized - 4,500,000 shares; issued and
outstanding - 4,500,00 shares (liquidation preference
of $4,500,000) 4,500
Series B redeemable convertible preferred stock, $0.001
par value - authorized - 3,500,000 shares; issued and
outstanding - 2,356,903 shares (stated at liquidation
value) 7,000
--------
Total redeemable convertible preferred stock 11,500
--------
Stockholders' deficit:
Common stock, $0.001 par value - authorized -
12,000,000 shares; issued - 4,362,992 shares;
outstanding - 3,896,367 shares 4
Treasury stock, at cost - 466,625 shares (1)
Deficit accumulated during the development stage (10,843)
--------
Total stockholders' deficit (10,840)
--------
Total liabilities and stockholders' deficit $ 2,060
========
</TABLE>
7
<PAGE>
PENTOSE PHARMACEUTICALS, INC.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Cumulative Period
from Inception
(June 8, 1995)
through
September 30, September 30, September 30,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Revenues $ 400 $ 75 $ 825
Operating expenses:
Research and development 3,584 2,186 8,404
General and administrative 1,381 686 3,583
--------- -------- ----------
Total operating expenses 4,965 2,872 11,987
--------- -------- ----------
Operating loss (4,565) (2,797) (11,162)
Interest and other income, net 113 72 402
--------- -------- ----------
Net loss $ (4,452) $ (2,725) $ (10,760)
========= ======== ==========
Basic and diluted net loss per share $ (1.14) $ (0.70)
Basic and diluted weighted average
common shares outstanding 3,896 3,896
</TABLE>
8
<PAGE>
PENTOSE PHARMACEUTICALS, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Cumulative Period
from Inception
(June 8, 1995)
through
September 30, September 30, September 30,
1999 1998 1999
------------ ------------ -----------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(4,452) $(2,725) $(10,761)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 109 63 259
Conversion of interest payable to preferred stock - - 7
Changes in assets and liabilities:
Due from Pentose Development Corporation (275) - (275)
Prepaid expenses (36) 11 (78)
Other current assets (30) - (30)
Accounts payable 284 (134) 396
Accrued expenses 163 (37) 407
------- ------- --------
Net cash used in operating activities (4,237) (2,822) (10,075)
------- ------- --------
Cash flows from investing activities:
Sale of (investments in) marketable securities 3,793 - -
Long-term deposits 45 - (106)
Purchase of fixed assets (287) (90) (335)
------- ------- --------
Net cash provided by (used in) investing activities 3,551 (90) (441)
------- ------- --------
Cash flows from financing activities:
Proceeds from sale/leaseback of property and equipment 222 51 222
Principal payments of capital lease obligations (98) (37) (198)
Proceeds from issuance of common stock and warrants - - 4
Repurchase of common stock - - (1)
Proceeds from promissory notes - - 400
Net proceeds from issuance of preferred stock - 6,970 11,010
------- ------- --------
Net cash provided by financing activities 124 6,984 11,437
------- ------- --------
Net (decrease) increase in cash and cash equivalents (562) 4,072 921
Cash and cash equivalents, beginning of period 1,483 2,265 -
------- ------- --------
Cash and cash equivalents, end of period $ 921 $ 6,337 $ 921
======= ======= ========
Supplemental disclosure of cash flow information:
- ------------------------------------------------
Cash paid for interest $ 45 $ 35 $ 96
======= ======= ========
</TABLE>
9
<PAGE>
PENTOSE PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Organization
Pentose Pharmaceuticals, Inc. (the Company or Pentose), a Delaware corporation,
was incorporated on June 8, 1995. The Company is a development-stage enterprise
engaged in the development and commercialization of novel small-molecule drugs
for treatment of human vital disease and for the inactivation of viruses in
blood-derived and biological products.
The Company is subject to risks common to companies in the industry including,
but not limited to, development by the Company or its competitors of new
technological innovations, uncertainty of product development and
commercialization, lack of marketing and sales history, dependence on key
personnel, protection of proprietary technology, the ability to raise additional
financing and compliance with the Food and Drug Administration government
regulations.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying balance sheet as of September 30, 1999, the statements of
operations and cash flows for the nine months ended September 30, 1999 and 1998
and for the period from inception (June 8, 1995) to September 30, 1999 are
unaudited and have been prepared in accordance with generally accepted
accounting principles for interim financial information. 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 material adjustments (consisting of normal recurring accruals)
necessary for a fair presentation have been included. Operating results for the
nine-month period ended September 30, 1999 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999. For further
information, refer to the Pentose financial statements and footnotes thereto
included on pages F-28 and F-42 of the Joint Proxy Statement/Prospectus included
in V.I. Technologies, Inc.'s (VITEX) registration statement on Form S-4 (333-
87443).
Net Loss Per Share
Basic and diluted net loss per common share was determined by dividing net loss
by the weighted average common shares outstanding during the period. Basic and
diluted net loss per share are the same, as common stock issuable upon the
exercise of outstanding common stock options and warrants and the conversion of
redeemable convertible preferred stock would be antidilutive, since the Company
has recorded a net loss for the periods presented.
3. Pentose Development Corporation
In April 1999, Pentose Development Corporation (PDC) was incorporated as a
wholly owned subsidiary of the Company. In June 1999, the Company transferred
its existing technology and know-how related to its Paperine program to PDC.
Subsequent to this transfer, the Company distributed the stock of PDC to its
shareholders based on their respective ownership interests. There was no
accounting related to these transfers and the carrying value of the assets
transferred was zero.
In addition, the Company and PDC have entered into a services agreement whereby
the Company will perform research and other services on behalf of PDC for a fee.
During the nine months ended September 30, 1999, the Company billed PDC
approximately $275,000 for these services and has a receivable from PDC for this
amount as of September 30, 1999.
10
<PAGE>
4. Merger with VITEX
On November 12, 1999, the Company and VITEX consummated a merger agreement
pursuant to which Pentose was merged with and into VITEX. The merger was
structured as an all stock transaction. Pentose shareholders received shares of
common stock of VITEX such that, post-merger, they own 34% of the outstanding
shares of the combined company.
11
