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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: August 18, 1998
COLLAGEN AESTHETICS, INC.
(Exact name of Registrant as specified in its charter)
0-10640
(Commission File Number)
DELAWARE 94-2300486
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1850 EMBARCADERO ROAD
PALO ALTO, CA 94303
(Address of principal executive offices) (Zip code)
(650) 856-0200
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)(4) Item 7 on page 2 of the current report on Form 8-K dated August
18, 1998, is amended in its entirety to read as follows:
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COLLAGEN AESTHETICS, INC.
DESCRIPTION OF UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION
The unaudited pro forma balance sheet as of June 30, 1998, and the unaudited
pro forma statement of operations for the year ended June 30, 1998, and the
related explanatory notes are presented to show the effects of the August 18,
1998 Spinoff of Cohesion Technologies, Inc. to Collagen Aesthetics, Inc.
Shareholders (the "Spinoff") and activities under the Collagraft
Supply Agreement and the Research and Development Agreement on the financial
position and results of operations of Collagen Aesthetics, Inc. ("Collagen"),
assuming that the Spinoff occurred on June 30, 1998, for purposes of the balance
sheet and that the provisions of these agreements had been in place as of July
1, 1997, for the purposes of the statement of operations. The pro forma
financial information is not necessarily indicative of the actual results that
would have occurred had the contribution by Collagen and the Spinoff occurred on
these dates or of the future results of operations and financial position of
Collagen.
The pro forma financial information gives effect to the adjustments set
forth in the notes thereto. Management believes that the assumptions used in
preparing the pro forma financial information provide a reasonable basis for
presenting all of the significant effects of the Spinoff and related agreements,
that the pro forma adjustments give appropriate effect to those assumptions and
that the pro forma adjustments are properly applied in the pro forma financial
information.
This pro forma financial information should be read in conjunction with the
consolidated financial statements and the related notes in Collagen's Annual
Report on Form 10-K for the year ended June 30, 1998.
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COLLAGEN AESTHETICS, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1998
<TABLE>
<CAPTION>
Historical Spinoff Historical Pro forma
(Before Spinoff) Adjustments (After Spinoff) Adjustments Pro Forma
- --------------------------------------------------------------------------------------------------------------------------------
(In thousands, except share and per share amounts)
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 7,916 $ (591) $ 7,325 $ -- $ 7,325
Short-term investments 8,011 (1,016) 6,995 -- 6,995
Accounts receivable, less allowance for doubtful
accounts ($505 historical and $492 after spinoff
and proforma adjustments) 13,764 (473) 13,291 -- 13,291
Inventories 12,101 (81) 12,020 -- 12,020
Inventories of discontinued operations, net 417 -- 417 -- 417
Receivable due from Cohesion -- 880 * 880 -- 880
Other current assets 11,016 (1,254) 9,762 -- 9,762
--------- --------- --------- --------- ---------
Total current assets 53,225 (2,535) 50,690 50,690
Property and equipment, net 14,448 (2,072) 12,376 -- 12,376
Intangible assets, net 6,861 (1,184) 5,677 -- 5,677
Investment in Boston Scientific Corporation 73,979 (73,979) -- -- --
Investment in Innovasive Devices, Inc. 7,027 (7,027) -- -- --
Investment in Pharming, B.V. 7,010 (7,010) -- -- --
Loans to officers and employees 259 (208) 51 -- 51
Other investments and assets, net 3,530 (758) 4,085 -- 4,085
1,313 **
--------- --------- --------- --------- ---------
$ 166,339 $ (93,460) $ 72,879 $ $ 72,879
========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,561 $ (792) $ 2,769 $ -- $ 2,769
Accrued compensation 4,749 (953) 3,796 -- 3,796
Accrued liabilities 14,020 (2,390) 11,630 -- 11,630
Income taxes payable 10,606 (300) 10,306 -- 10,306
Payable to Collagen Aesthetics, Inc. -- (880)* -- -- --
880 * -- -- --
Liabilities of discontinued operations, net 781 -- 781 -- 781
--------- --------- --------- --------- ---------
Total current liabilities 33,717 (4,435) 29,282 29,282
Long-term liabilities:
Deferred income taxes 30,589 (31,902)
1,313** -- -- --
Other long-term liabilities 1,393 (21) 1,372 1,372
--------- --------- --------- --------- ---------
Total long-term liabilities 31,982 (30,610) 1,372 -- 1,372
Stockholders' Equity
Preferred stock, $.01 par value, authorized: 5,000,000 -- -- -- -- --
shares; none issued or outstanding
Common shares, $.01 par value, authorized:
28,950,000 shares, issued: 10,937,830 shares,
outstanding: 8,864,930 shares 109 -- 109 -- 109
Additional paid-in capital 69,619 (14,582)(1) 55,037 -- 55,037
Retained earnings 32,128 -- 32,128 -- 32,128
Accumulated translation adjustment (2,030) -- (2,030) -- (2,030)
Unrealized gain on available-for-sale investments 43,833 (43,833) -- -- --
Treasury Stock, at cost, 2,072,900 shares (43,019) -- (43,019) -- (43,019)
--------- --------- --------- --------- ---------
Total stockholders' equity 100,640 (58,415) 42,225 -- 42,225
--------- --------- --------- --------- ---------
$ 166,339 $ (93,460) $ 72,879 $ -- $ 72,879
========= ========= ========= ========= =========
*Establishment/elimination of intercompany payable/receivable
**Reclassification of deferred taxes
The Accompanying Notes to Unaudited Pro Forma Consolidated Financial Information are an integral part of these statements.
</TABLE>
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COLLAGEN AESTHETICS, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended June 30, 1998
-------------------------------------------------------------------
Historical Spinoff Historical Pro Forma
(Before Spinoff) Adjustments (After Spinoff) Adjustments Pro Forma
- -----------------------------------------------------------------------------------------------------------------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Revenues:
Product sales $ 82,772 $ (2,043) $ 80,729 $ 740(2) $ 81,469
Costs and expenses:
Cost of sales 23,958 (1,162) 22,796 692(2) 23,488
Selling, general and administrative 42,535 (5,526) 37,009 --- 37,009
Research and development 22,715 (16,251) 6,464 1,015(3) 7,479
Restructuring expense 1,541 --- 1,541 --- 1,541
Purchased in-process research and development 10,587 (10,587) --- --- ---
--------- -------- --------- --------- -------
101,336 (33,526) 67,810 1,707 69,517
--------- -------- --------- --------- -------
Income from operations (18,564) 31,483 12,919 (967) 11,952
Other income (expense):
Net gain on investments, principally
Boston Scientific Corporation 19,096 (19,096) --- ---
Equity in losses of other affiliates (151) 9 (142) (142)
Interest income 988 (332) 656 656
Interest expense (56) --- (56) (56)
--------- -------- --------- --------- -------
Income before income taxes, minority
interest and discontinued operations 1,313 12,064 13,377 (967) 12,410
Provision for income taxes 3,207 2,497 5,704 367(4) 5,337
Minority interest (16) --- (16) --- (16)
--------- -------- --------- --------- -------
Income (loss) from continuing operations $(1,878) $ 9,567 $ 7,689 $(600) $ 7,089
========= ======== ========= ========= =======
Income (loss) from continuing operations
per share Basic:
Continuing operations $ (0.21) $ 0.80
========== ==========
Income (loss) per share-Diluted:
Continuing operations $ (0.21) $ 0.79
========== ==========
Shares used in calculating basic
earnings (loss) per share 8,913 8,913
========== ==========
Shares used in calculating diluted earnings
(loss) per share 8,913 9,006
========== ==========
The accompanying Notes to Unaudited Pro Forma Consolidated Financial Information are an integral part of these statements.
</TABLE>
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COLLAGEN AESTHETICS, INC.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The pro forma information presented is theoretical in nature and not
necessarily indicative of the future results of operations or financial position
of Collagen Aesthetics, Inc. ("Collagen") or the results of operations and
financial position which would have resulted had Cohesion Technologies, Inc.
("Cohesion") been a stand-alone company during the periods presented. The pro
forma financial information reflects activities under the Collagraft Supply
Agreement and the Research and Development Agreement between Collagen and
Cohesion.
Pro forma Spinoff adjustments under the column "Spinoff Adjustments" reflect
the separation of Cohesion and Collagen as if such separation had occurred as of
June 30, 1998, for purposes of the balance sheet and as of July 1, 1997, for the
purposes of the statement.
PRO FORMA BALANCE SHEET ADJUSTMENTS
1. STOCKHOLDERS' EQUITY
This adjustment had been made as if the Spinoff had occurred as of June 30,
1998.
Pro Forma Statement of Operations Adjustments
2. PRODUCT SALES AND COST OF SALES
These adjustments have been made to reflect the pricing under the Supply
Agreements between Cohesion and Collagen as if such prospective arrangements had
been in place during the periods presented.
3. RESEARCH AND DEVELOPMENT
This adjustment has been made to research and development expense to reflect
the reimbursement of project costs under the Recombinant Technology and
Development License Agreement between Cohesion and Collagen as if such
prospective arrangements had been in place during the periods presented.
4. INCOME TAXES
This adjustment reflects the necessary change in the income tax provision
that would occur if the Spinoff had occurred on July 1, 1997, considering all
pro forma adjustments, (currently $367).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
COLLAGEN AESTHETICS, INC.
(Registrant)
Date: November 2, 1998 By: /s/ Gary S. Petersmeyer
-------------------------------------------
Gary S. Petersmeyer (President and Chief
Executive Officer)
