<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 28, 1999
LJL BIOSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
000-23647
(Commission File Number)
DELAWARE 77-0360183
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
405 TASMAN DRIVE
SUNNYVALE, CA 94089
(Address of principal executive offices, with zip code)
(408) 541-8787
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On October 28, 1999, LJL BioSystems, Inc. announced that AstraZeneca
entered into a Master Technology Partnership Agreement with LJL BioSystems,
Inc. Further details regarding this announcement are contained in the
company's news release dated October 28, 1999 attached as an exhibit hereto
and incorporated herein by reference.
On October 28, 1999, LJL BioSystems, Inc. announced third quarter
financial results. Further details regarding this announcement are contained
in the company's news release dated October 28, 1999 attached as an exhibit
hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits:
99.4 LJL BioSystems, Inc. News Release dated October 28, 1999
99.5 LJL BioSystems, Inc. News Release dated October 28, 1999
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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 hereunto duly authorized.
LJL BIOSYSTEMS, INC.
Date: November 1, 1999 By: /s/ Lev J. Leytes
----------------------
Lev J. Leytes
President and CEO
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Exhibit 99.4
FOR IMMEDIATE RELEASE
CONTACTS:
LJL BIOSYSTEMS, INC.: MEDIA RELATIONS:
LARRY TANNENBAUM FRIESTEDT INTERNATIONAL
CFO AND SENIOR VICE PRESIDENT SUSANNE FRIESTEDT
408-548-0542 619-223-8844
[email protected] [email protected]
- ---------------------- ------------------
ASTRAZENECA ENTERS INTO MASTER TECHNOLOGY
PARTNERSHIP AGREEMENT WITH LJL BIOSYSTEMS, INC.
SUNNYVALE, CA -- OCTOBER 28, 1999 -- LJL BioSystems (Nasdaq: LJLB) announced
today a new program for comprehensive access to its proprietary technologies,
called a Master Technology Partnership Agreement (MTPA), and execution of the
first such agreement with AstraZeneca (NYSE: AZN), the UK-based
pharmaceutical company. The three-year, Platinum agreement provides
AstraZeneca Charnwood with access on a priority basis, to LJL's assay
development services and emerging advanced technologies, such as LJL's
proprietary FLARe technology.
"We are excited that AstraZeneca Charnwood has chosen to work with LJL to
help their drug discovery process. As a Platinum partner, AstraZeneca
Charnwood will have early, rapid, reliable and flexible access to LJL's
family of products and services, including our latest innovations. We have
worked closely with AstraZeneca scientists who have used LJL products for
some time, and now we will work together to make this collaboration even more
productive and efficient. We believe that this agreement is an example of our
resolve to provide comprehensive, value-added solutions to today's drug
discovery challenges," commented Lev J. Leytes, Chairman and CEO of LJL.
Martin Coldwell, Team Leader Assay Development, at AstraZeneca Charnwood,
commented on the Platinum MTPA, "The performance levels of LJL's HTS
products, and the professionalism and expertise of their people, has already
allowed us to address several issues in our lead generation processes at
AstraZeneca Charnwood. This Platinum MTPA agreement will enable us to meet
the further challenges resulting from the successful formation of AstraZeneca
Pharmaceuticals, and we look forward to pursuing our ambitious goals in
collaboration with LJL and their exciting proprietary technologies."
Specific terms of the agreement were not disclosed, but include up-front
technology access payments as well as minimum purchase orders for products
and services over the life of the agreement. "Our proprietary technology and
products are successfully addressing the most challenging bottlenecks of the
drug discovery process. As AstraZeneca Charnwood has found, we believe that
customers who want preferential and broad access to LJL's comprehensive
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solutions will find this new agreement's structure straightforward and easy
to implement. It will allow scientists throughout the organization and
across therapeutic areas to take full advantage of LJL's unique technology
platform and proven expertise with HTS," stated Mr. Leytes.
ABOUT LJL BIOSYSTEMS, INC.
LJL BioSystems supplies infrastructure tools to pharmaceutical and biotech
companies engaged in the highly competitive search for new medicines. LJL's
family of proprietary products, marketed as CRITERION-TM-, consists of
instruments, consumables, and services. The Company intends to establish
CRITERION as the gold standard for addressing many of the key bottlenecks in
drug discovery. LJL's worldwide customers include, among others, AstraZeneca,
Bristol Myers Squibb, Eli Lilly and Company, Johnson and Johnson, Merck and
Co., Tularik, Inc., Millennium Pharmaceuticals, Inc., DuPont Pharmaceuticals
Company, Amgen, Inc., Monsanto Company, Pharmacia & Upjohn and SmithKline
Beecham. LJL is headquartered in Sunnyvale, California and has a subsidiary
in the United Kingdom. Additional information on LJL and CRITERION technology
can be found at www.ljlbio.com
FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, the matters discussed
in this news release are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act, including statements regarding
LJL's "expectations", "goals", "beliefs", "hopes", "designs", "intentions",
"strategies" or the like. Such statements are subject to risks and
uncertainties that could cause actual results to differ materially, including
such factors, among others, as the impact of competitive products and
pricing, the timely development and market acceptance of new products,
concentration of HTS and Ultra-HTS markets, market conditions, the mix
between domestic and international sales, manufacturing and cost of LJL's
products, dependence on collaborative partners, the enforcement of
intellectual property rights, and uncertainties relating to sole source
suppliers, technological approaches, FDA and other regulatory approvals.
These and other risk factors are discussed in LJL's Report on Form 10-K,
filed March 30, 1999, Reports on Form 10-Q filed May 14, 1999 and August 16,
1999 and Form S-3 dated July 22, 1999 (see, in particular, Risk Factors and
Management's Discussion and Analysis of Financial Condition and Results of
Operations). LJL disclaims any intent or obligation to update these
forward-looking statements. As a result of these and other factors, LJL
expects to experience significant fluctuations in operating results, and
there can be no assurance that LJL will become or remain consistently
profitable in the future.
For information on LJL BioSystems, Inc. via fax at no cost, dial 800-PRO-INFO
(+732-544-2850 outside the U.S.), ticker symbol: LJLB.
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<PAGE>
Exhibit 99.5
FOR IMMEDIATE RELEASE
CONTACTS:
LJL BIOSYSTEMS, INC.: MEDIA RELATIONS:
LARRY TANNENBAUM FRIESTEDT INTERNATIONAL
CFO AND SENIOR VICE PRESIDENT SUSANNE FRIESTEDT
408-548-0542 619-223-8844
[email protected] [email protected]
LJL BIOSYSTEMS REPORTS
RECORD THIRD QUARTER RESULTS
- - 81% GROWTH IN THIRD QUARTER REVENUES OVER 3Q 1998
- - 69% GROSS MARGINS
- - ASTRAZENECA AND LJL SIGN MASTER TECHNOLOGY PARTNERSHIP
AGREEMENT
- - CUSTOMERS SHOW STRONG INTEREST IN NEW TECHNOLOGIES AND
PRODUCTS
SUNNYVALE, CA--OCTOBER 28, 1999 -- LJL BioSystems, Inc. (NASDAQ: LJLB), a
leading provider of detection systems for drug discovery, today reported
financial results for the third quarter and nine months ended September 30,
1999. Third quarter revenues grew 81% to $2.6 million, compared to $1.4
million for the third quarter of 1998, and increased sequentially by 28% over
the second quarter of this year. Year to date revenues of $6.0 million grew
112% compared to the $2.8 million reported during the same period last year.
In a separate press release, the company also announced the signing of its
first Platinum Master Technology Partnership Agreement (MTPA) with
AstraZeneca.
"We believe that LJL's significant revenue growth illustrates the growing
acceptance of LJL's solutions for some of the most pressing problems in drug
discovery. Our customers, both large pharmaceutical and smaller biotech
companies, increasingly recognize our technology's value in creating the
infrastructure required to compete in the next millennium. Today's
announcement of a Platinum MTPA with AstraZeneca, covering products and
services, is further evidence of LJL's unique value proposition," commented
Lev J. Leytes, Chairman and CEO of LJL.
Gross margins in the third quarter were 69% compared to 46% a year earlier
and 56% in the second quarter of 1999. The net loss for the third quarter was
$2.0 million, or $0.16 cents per share on 12.7 million shares outstanding,
compared to a net loss of $2.2 million or $0.21 cents
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per share on 10.4 million shares outstanding in the same quarter last year.
As of September 30, 1999, LJL had cash, cash equivalents and investments of
$9.5 million.
"Our strategy is to continue growing revenues faster than expenses, while
maintaining margins at approximately 60% on an annualized basis. We believe
this strategy is working. In the third quarter, both revenues and margins
significantly improved, and operating expenses did not grow from the
preceding quarter. While quarterly margins are expected to continue to
fluctuate, based in part on product mix, we are especially pleased to report
improvement in gross margins," continued Leytes. "We are excited that
increasing orders for the high-end AcquestTM as well as growing international
shipments significantly contributed to the growth in third quarter revenues."
In addition to reporting increased revenues and improving margins, LJL made
several strategically important announcements in the third quarter. "In
August, we announced the formation of our Genomics Science Group to further
expand our high throughput market opportunities. We believe our current
technology is highly effective in SNPs (Single Nucleotide Polymorphisms)
genotyping and are excited about this emerging market. We are pleased with
the early SNPs market acceptance of our products as evidenced by additional
purchase orders beyond those announced previously," added Leytes.
In September, at the 5th annual conference of the Society for BioMolecular
Screening (SBS), the Company announced the expansion of their consumables
product line with four new consumable products, as well as the introduction
of the next generation instrument platform, the ScreenStationTM.
ScreenStation is a system designed to enable pharmaceutical companies to
easily implement homogeneous assays that are fast, miniaturized, and
non-radioactive. At SBS, LJL also demonstrated a prototype of its'
proprietary platform for drug discovery assays based on the measurement of
fluorescence lifetime, FLAReTM. "We already have seen strong customer
interest for these new technologies, including the receipt of purchase orders
for products we introduced at SBS. We were recently informed that the FLARe
presentation developed in collaboration with SmithKline Beecham was honored
with an award as one of the top ten posters among more than 200 presented,"
Leytes reported.
ABOUT LJL BIOSYSTEMS, INC.
LJL BioSystems supplies infrastructure tools to pharmaceutical and biotech
companies engaged in the highly competitive search for new medicines. LJL's
family of proprietary products, marketed as CRITERION-TM-, consists of
instruments, consumables, and services. The Company intends to establish
CRITERION as the gold standard for addressing many of the key bottlenecks in
drug discovery. LJL's worldwide customers include, among others, AstraZeneca,
Bristol Myers Squibb, Eli Lilly and Company, Johnson and Johnson, Merck and
Co., Tularik, Inc., Millennium Pharmaceuticals, Inc., DuPont Pharmaceuticals
Company, Amgen, Inc., Monsanto Company, Pharmacia & Upjohn and SmithKline
Beecham. LJL is headquartered in Sunnyvale, California and has a subsidiary
in the United Kingdom. Additional information on LJL and CRITERION technology
can be found at www.ljlbio.com
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<PAGE>
FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, the matters discussed
in this news release are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act, including statements regarding
LJL's "expectations", "goals", "beliefs", "hopes", "designs", "intentions",
"strategies" or the like. Such statements are subject to risks and
uncertainties that could cause actual results to differ materially, including
such factors, among others, as the impact of competitive products and
pricing, the timely development and market acceptance of new products,
concentration of HTS and Ultra-HTS markets, market conditions, the mix
between domestic and international sales, manufacturing and cost of LJL's
products, dependence on collaborative partners, the enforcement of
intellectual property rights, and uncertainties relating to sole source
suppliers, technological approaches, FDA and other regulatory approvals.
These and other risk factors are discussed in LJL's Report on Form 10-K,
filed March 30, 1999, Reports on Form 10-Q filed May 14, 1999 and August 16,
1999 and Form S-3 dated July 22, 1999 (see, in particular, Risk Factors and
Management's Discussion and Analysis of Financial Condition and Results of
Operations). LJL disclaims any intent or obligation to update these
forward-looking statements. As a result of these and other factors, LJL
expects to experience significant fluctuations in operating results, and
there can be no assurance that LJL will become or remain consistently
profitable in the future.
For information on LJL BioSystems, Inc. via fax at no cost, dial 800-PRO-INFO
(+732-544-2850 outside the U.S.), ticker symbol: LJLB
-FINANCIAL HIGHLIGHTS TO FOLLOW-
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LJL BIOSYSTEMS REPORTS 1999 THIRD QUARTER RESULTS
PAGE 4
LJL BIOSYSTEMS, INC.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
1999 1998 1999 1998
------------------ ------------- ----------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 2,583,000 $ 1,425,000 $ 5,960,000 $ 2,809,000
Cost of sales 807,000 776,000 2,387,000 1,806,000
------------------ ------------- ----------------- -------------
Gross profit 1,776,000 649,000 3,573,000 1,003,000
------------------ ------------- ----------------- -------------
Operating expenses:
Research and development 1,672,000 1,426,000 4,931,000 4,208,000
Selling, general and administrative 2,207,000 1,623,000 5,989,000 3,541,000
------------------ ------------- ----------------- -------------
Total operating expenses 3,879,000 3,049,000 10,920,000 7,749,000
------------------ ------------- ----------------- -------------
Loss from operations (2,103,000) (2,400,000) (7,347,000) (6,746,000)
Interest and other income, net 130,000 221,000 489,000 505,000
Interest expense (23,000) (14,000) (65,000) (17,000)
------------------ ------------- ----------------- -------------
Net loss (1,996,000) (2,193,000) (6,923,000) (6,258,000)
------------------ ------------- ----------------- -------------
Accretion of mandatorily redeemable convertible
preferred stock redemption value - - - (254,000)
Net loss available to common stockholders $ (1,996,000) $ (2,193,000) $ (6,923,000) $ (6,512,000)
------------------ ------------- ----------------- -------------
------------------ ------------- ----------------- -------------
Basic and diluted net loss per share available
to common stockholders $ (0.16) $ (0.21) $ (0.56) $ (0.73)
------------------ ------------- ----------------- -------------
------------------ ------------- ----------------- -------------
Shares used in computation of basic and diluted
net loss per share available to common
stockholders 12,687,089 10,420,246 12,450,623 8,866,504
------------------ ------------- ----------------- -------------
------------------ ------------- ----------------- -------------
</TABLE>
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LJL BIOSYSTEMS REPORTS 1999 THIRD
QUARTER RESULTS
PAGE 5
LJL BIOSYSTEMS, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,832,000 $ 1,831,000
Short-term investments 4,683,000 5,510,000
Accounts receivable, net 1,273,000 840,000
Inventories 2,665,000 1,173,000
Other current assets 315,000 262,000
---------------- ----------------
Total current assets 10,768,000 9,616,000
Property and equipment, net 817,000 789,000
Investments 2,974,000 2,863,000
Loan receivable from related party 223,000 190,000
---------------- ----------------
$ 14,782,000 $ 13,458,000
---------------- ----------------
---------------- ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable $ 1,194,000 $ 508,000
Accrued expenses 2,055,000 1,801,000
Customer deposits 180,000 19,000
Debt 790,000 710,000
---------------- ----------------
Total liabilities 4,219,000 3,038,000
Stockholders' equity 10,563,000 10,420,000
---------------- ----------------
$ 14,782,000 $ 13,458,000
---------------- ----------------
---------------- ----------------
</TABLE>
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