<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 17, 1999
AUTOCYTE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22885 56-1995728
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
780 Plantation Drive, Burlington, North Carolina 27215
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(336) 222-9707
<PAGE> 2
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
The Form 8-K originally filed on June 1, 1999 is being amended to include pro
forma financial information of AutoCyte, Inc. ("AutoCyte") giving effect to
AutoCyte's acquisition on May 17, 1999 of the intellectual property estate of
Neuromedical Systems, Inc. ("NSI").
(b) Pro Forma Financial Information.
On May 17, 1999, AutoCyte completed the acquisition of the intellectual property
estate of NSI for $4.0 million in cash and the issuance of 1.4 million shares of
common stock. Approximately $2.9 million of the total purchase price represented
the acquisition of in-process research and development projects, and accordingly
was expensed in the second quarter of 1999. The remaining purchase price of
approximately $10.7 million was assigned to the patents and core technology
acquired from NSI, and was capitalized and will be amortized over the estimated
remaining useful life of those assets of approximately 14 years.
Pro Forma Results. Had the transaction occurred on January 1, 1998, the net loss
for the year ended December 31, 1998 would have been increased by approximately
$3.7 million, reflecting the amortization of the intellectual property estate of
approximately $800,000 and the write-off of the in-process research and
development of $2.9 million. As a result, AutoCyte would have had a pro forma
net loss of $12,778,429, or $1.01 per common share for the year ended December
31, 1998. Had the transaction occurred on January 1, 1999, the net loss for the
six months ended June 30, 1999 would have increased by approximately $300,000,
reflecting incremental amortization of the intellectual property estate. As a
result, AutoCyte would have had a pro forma net loss of $8,794,227, or $0.67 per
share for the six-months ended June 30, 1999.
Condensed Statements of Operations (unaudited) for the quarters and six months
ended June 30, 1999 and 1998, and Condensed Consolidated Balance Sheets at June
30, 1999 (unaudited) and December 31, 1998 are filed herewith as Exhibit 99.2
and incorporated herein by reference.
(c) Exhibits.
2.1 Asset Purchase Agreement by and between AutoCyte and NSI dated
as of March 25, 1999. Previously filed as Exhibit 10.2 to
AutoCyte's Quarterly Report on Form 10-Q for the Quarterly
Period ended March 31, 1999 (Commission File No. 0-22885) and
incorporated herein by reference.
99.1 Press release dated May 18, 1999. Previously filed as Exhibit
99.1 to AutoCyte's Current Report on Form 8-K dated May 17,
1999 filed on June 1, 1999 (Commission File No. 0-22885) and
incorporated herein by reference.
99.2 AutoCyte, Inc. Condensed Statements of Operations (unaudited)
for the quarters and six months ended June 30, 1999 and 1998;
and Condensed Consolidated Balance Sheets at June 30, 1999
(unaudited) and December 31, 1998. Filed herewith.
-2-
<PAGE> 3
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: August 6, 1999 AUTOCYTE, INC.
By: /s/ Marc A. Rubenstein
--------------------------------
Marc A. Rubenstein
Assistant Secretary
-3-
<PAGE> 4
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
2.1 Asset Purchase Agreement by and between AutoCyte and NSI dated
as of March 25, 1999. Previously filed as Exhibit 10.2 to
AutoCyte's Quarterly Report on Form 10-Q for the Quarterly
Period ended March 31, 1999 (Commission File No. 0-22885) and
incorporated herein by reference.
99.1 Press release dated May 18, 1999. Previously filed as Exhibit
99.1 to AutoCyte's Current Report on Form 8-K dated May 17,
1999 filed on June 1, 1999 (Commission File No. 0-22885) and
incorporated herein by reference.
99.2 AutoCyte, Inc. Condensed Statements of Operations (unaudited)
for the quarters and six months ended June 30, 1999 and 1998;
and Condensed Consolidated Balance Sheets at June 30, 1999
(unaudited) and December 31, 1998. Filed herewith.
-4-
<PAGE> 1
EXHIBIT 99.2
AUTOCYTE, INC.
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998 1999 1998
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 1,187 $ 1,202 $ 2,349 $ 2,279
Cost of goods sold 991 804 1,811 1,481
-----------------------------------------------------------------
Gross Profit 196 398 538 798
Operating expenses:
Research and development 1,117 1,229 2,286 2,273
Selling, general and administrative 1,878 1,840 3,628 3,842
Nonrecurring expenses (1) 3,481 - 3,481 -
-----------------------------------------------------------------
6,476 3,069 9,395 6,115
-----------------------------------------------------------------
Operating loss (6,280) (2,671) (8,857) $(5,317)
Interest income 184 343 412 722
Interest expense (36) (3) (62) (8)
-----------------------------------------------------------------
Net loss $(6,132) $(2,331) $ (8,507) $(4,603)
=================================================================
Net loss per share $ (0.45) $ (0.18) $ (0.65) $ (0.36)
=================================================================
Weighted-average common
shares outstanding 13,557 12,670 13,163 12,638
=================================================================
</TABLE>
(1) Nonrecurring expenses consisted of $2.9 million of in-process research and
development acquired from Neuromedical Systems, Inc. and $600,000 of
expenses associated with the pending merger with NeoPath, Inc.
Page 1
<PAGE> 2
AUTOCYTE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 11,817 $ 19,986
Accounts receivable 980 919
Inventory 3,230 3,241
Other current assets 409 354
----------------------------------
Total current assets 16,436 24,500
Property and equipment 2,602 2,763
Intangible assets 13,349 2,763
----------------------------------
Total assets $ 32,387 $ 30,026
==================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities and deferred revenue $ 3,209 $ 2,385
Long-term liabilities 921 794
Stockholders' equity:
Capital stock 59,211 49,725
Deferred compensation (1,449) (1,880)
Accumulated deficit (29,505) (20,998)
----------------------------------
Total stockholders' equity 28,257 26,847
----------------------------------
Total liabilities and stockholders' equity $ 32,387 $ 30,026
==================================
</TABLE>
Page 2
