<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
AMENDMENT TO CURRENT REPORT
Filed pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 25, 2000
-----------------
CELLEX BIOSCIENCES, INC.
--------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-11480 41-1412084
------------------------ ---------------------------------------
(Commission File Number) (I.R.S. Employer Identification Number)
8500 EVERGREEN BOULEVARD
MINNEAPOLIS, MINNESOTA 55433
--------------------------------------------------------
(Address of Principal Executive Office) (Zip Code)
612-786-0302
--------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
The undersigned registrant hereby amends the the financial statements and
exhibits and other portions of its Current Report on Form 8-K dated May 25, 2000
to include the information set forth in the pages attached hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
(b) Pro Forma Financial Information
(Sequentially Numbered Pages: __) (Exhibit Index: None)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Unisyn Technologies, Inc.
Annual Financial Statements
---------------------------
As of and for the year ended December 31, 1998:
Report of Independent Certified Accountants
Consolidated Balance Sheet
Consolidated Statement of Operations
Consolidated Statement of Changes in Accumulated Deficit
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
As of and for the year ended December 31, 1999 (unaudited)
Balance Sheet
Statement of Operations and Accumulated Deficit
Statement of Cash Flows
Notes to Financial Statements
Interim Financial Statements (unaudited)
----------------------------------------
As of and for the three months ended March 31, 2000 and 1999 (unaudited
Balance Sheet at March 31, 2000
Statements of Operations and Accumulated Deficit
Statements of Cash Flows
Notes to Financial Statements
(b) Unaudited Pro Forma Financial Information
Pro Forma Condensed Combined Balance Sheet at March 31, 2000
Pro Forma Condensed Combined Statement of Operations for the Six
Months Ended March 31, 2000
Pro Forma Condensed Combined Statement of Operations for the Year
Ended September 30, 1999
(c) Exhibits
None.
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
AND REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
UNISYN TECHNOLOGIES, INC.
AND SUBSIDIARIES
December 31, 1998
<PAGE>
CONTENTS
Page
----
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 3
CONSOLIDATED FINANCIAL STATEMENTS
BALANCE SHEET 4
STATEMENT OF OPERATIONS 5
STATEMENT OF CHANGES IN ACCUMULATED DEFICIT 6
STATEMENT OF CASH FLOWS 7
NOTES TO FINANCIAL STATEMENTS 8
<PAGE>
Accountants and
Management Consultants
[Grant Thornton LOGO]
Grant Thornton LLP
The US Member Firm of
Grant Thornton International
Report of Independent Certified Public Accountants
--------------------------------------------------
To the Board of Directors
Unisyn Technologies, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheet of Unisyn
Technologies, Inc. and Subsidiaries ("the Company") as of December 31, 1998, and
the related consolidated statements of operations, changes in accumulated
deficit and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Unisyn
Technologies, Inc. and Subsidiaries as of December 31, 1998, and the
consolidated results of their operations and their consolidated cash flows for
the year then ended in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
A to the consolidated financial statements, the Company has incurred recurring
losses from operations and has an accumulated deficit that raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note A. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Grant Thornton LLP
Boston, Massachusetts
March 30, 1999
B N. Washington Street
Boston, MA 02114-1913
Tel: 617 723-7900
Fax: 617 723-3640
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEET
December 31, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 99,966
Trade accounts receivable (net of allowance for doubtful
accounts of $57,000) 133,453
Other accounts receivable 78,964
Inventories 290,800
Prepaid expenses 22,019
-------------
Total current assets 625,202
-------------
Property, plant and equipment, net 1,586,927
Other assets 84,011
Total assets $ 2,296,140
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Convertible debt $ 2,888,081
Current portion of long-term debt 1,042,329
Accounts payable 1,900,516
Accrued liabilities 800,930
Deferred revenue 185,189
-------------
Total current liabilities 6,817,045
LONG-TERM DEBT 137,135
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, 100,000,000 shares authorized, 1,459,958 shares
issued and outstanding 1,460
Additional paid in capital 38,625,140
Accumulated deficit (43,284,640)
-------------
Total stockholders' deficit (4,658,040)
-------------
Total liabilities and stockholders' deficit $ 2,296,140
=============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 1998
Revenues
Product $ 2,084,043
Services 721,395
-----------
2,805,438
-----------
Operating expenses
Cost of product 1,549,447
Cost of services 2,226,522
Research and development 618,812
Selling and marketing 2,066,738
General and administrative 1,622,394
Merger-related expenses 1,111,094
-----------
9,195,007
-----------
Loss from operations (6,389,569)
-----------
Other income (expenses)
Interest income 39,483
Interest expense (419,693)
Foreign currency translation gain 19,271
Loss on disposal of property and equipment (5,351)
-----------
(366,290)
-----------
Loss from continuing operations (6,755,859)
-----------
Discontinued operations
Loss from discontinued operations (81,239)
Loss on sale of discontinued operations (36,109)
-----------
Net loss $(6,873,207)
===========
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF CHANGES IN ACCUMULATED DEFICIT
For the year ended December 31, 1998
<TABLE>
<CAPTION>
Series D
Convertible
Preferred Stock Common Stock
------------------ ------------------ Additional Accumulated
Shares Value Shares Value Paid-in Capital Deficit
------ ----- ------ ----- --------------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1997 16,005,546 $ 16,006 15,138,210 $15,138 $37,618,399 $(36,411,433)
Exercise of stock options 2,741,563 2,742 1,343
Issuance of stock for services 102,209 102 35,671
Exercise of warrants 13,325,391 13,325 840,594
Series D anti-dilution 5,254,557 5,254 (5,254)
Series D conversion to common shares (21,260,103) (21,260) 21,260,103 21,260
Stock split (51,107,518) (51,107) 51,107
Issuance of warrants 83,280
Net loss (6,873,207)
---------- -------- ---------- ------- ----------- ------------
Balance, December 31, 1998 $ - 1,459,958 $ 1,460 $38,625,140 $(43,284,640)
========== ======== ========== ======= =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended December 31, 1998
<TABLE>
<CAPTION>
(Decrease) in Cash
<S> <C>
Cash flows from operating activities:
Net loss $(6,873,207)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 830,124
Loss from discontinued operations 117,348
Loss on sale of fixed assets 5,351
Non-cash interest and other expenses 119,053
Changes in assets and liabilities:
Trade accounts receivable 334,954
Other accounts receivable 26,439
Inventories 308,615
Prepaid expenses (16,389)
Other assets 611,106
Accounts payable 393,563
Accrued liabilities (19,370)
Deferred revenue (23,765)
------------
Net cash (used in) operating activities (4,186,178)
Cash flows from investing activities:
Additions to property, plant and equipment (75,614)
Proceeds from sale of property, plant and equipment 6,500
------------
Net cash (used in) investing activities (69,114)
------------
Cash flows from financing activities:
Net proceeds from long-term debt 27,278
Proceeds from issuance of convertible debt 2,888,081
Proceeds from exercise of stock options 4,085
Proceeds from exercise of warrants 853,919
------------
Net cash provided by financing activities 3,773,363
------------
Net decrease in cash (481,929)
Cash, beginning of year 581,895
------------
Cash, end of year $ 99,966
============
Supplemental Disclosure of Cash Flow Information:
-------------------------------------------------
Cash paid during the year for:
Interest $ 93,866
Supplemental Disclosure of Non-Cash Financing Information:
----------------------------------------------------------
The Company issued common stock worth approximately $36,000 as payment for consulting services.
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
NOTE A - OPERATIONS
Unisyn Technologies, Inc. and Subsidiaries (the "Company") develops,
manufacturers and markets products and contract services that produce
antibodies. The Company also provides research and development services
related to these products. The Company's products are utilized to
manufacture biological material for the research, diagnostic and
pharmaceutical segments of the biotechnology industry. The Company sells
its products mainly to pharmaceutical companies and universities throughout
the United States and Europe.
The Company has incurred net losses since its inception and at December 31,
1998 had an accumulated deficit of $43,284,640. At December 31, 1998, the
Company had a stockholders' deficit of $4,658,040 and current liabilities
exceeded current assets by $6,191,843. The Company has been delinquent in
its lease agreements as they have ceased making regular monthly payments.
The Company has also been slow in paying its other creditors on a timely
basis.
On January 14, 1999, the Company entered into a merger agreement with
Medi-Cult A/S ("Medi-Cult"), a Danish corporation (see note M) in which
Medi-Cult would acquire all of the outstanding common shares of the
Company. Medi-Cult has invested approximately $2.3 million in the form of
debt financing subsequent to year-end. Medi-Cult has not made any
additional commitments to finance future operations of the Company.
Medi-Cult is contemplating performing a public offering in Denmark in 1999.
The proceeds of the public offering are expected to be used to expand
Medi-Cult's and Unisyn's operations in North America and Europe. There is,
however, no assurance that the public offering will be completed. Based on
these factors, there is substantial doubt about the Company's ability to
continue as a going concern.
The Company requires additional financing following the merger to sustain
operations until the Company can generate sufficient positive cash flow to
fund operations. Management is hopeful that they will obtain this
additional financing and make improvements to operations to assist in
generating positive cash flow. The Company's strategy for improving cash
flow from operations includes integration of operations of the Company and
Medi-Cult to take advantage of potential efficiencies from the combination.
The Company hopes to capitalize on the growth expected in the
pharmaceutical and biotechnology markets and expand its share of the
contract cell production services market.
8
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED
December 31, 1998
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in
the preparation of the accompanying financial statements follows.
Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the
accounts of Unisyn Technologies, Inc. and its wholly owned
subsidiaries; Unisyn Technologies France S.A.R.L. and Unisyn
Technologies LTD. All material intercompany balances and transactions
have been eliminated in consolidation.
Use of Estimates
----------------
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Significant estimates in these financial statements include balances
in accounts receivable awaiting collection by the Company and the
carrying amount of inventory.
Foreign Currency Translation
----------------------------
Assets and liabilities of the Company's foreign operations are
translated into U.S. dollars at current exchange rates and income and
expense items are translated at average rates of exchange prevailing
during the period. Gains and losses arising from transactions
denominated in foreign currencies are included in other income and was
not material in the period presented.
Revenue Recognition
-------------------
Revenue from product sales is recognized when the products are shipped
to the customer. Revenue from service contracts is recognized as the
services are performed. Amounts received in advance of shipment or
services to be performed under contracts are recorded as deferred
revenue. Estimated warranty costs are accrued at the time of product
shipment.
9
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED
December 31, 1998
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Concentration of Credit Risk
----------------------------
Financial instruments that potentially subject the Company to
concentration of credit risk consist primarily of trade accounts
receivables and direct financing leases. Concentrations of credit risk
with respect to the Company's accounts receivable are limited due to
the large number of customers comprising the Company's customer base.
To minimize risk, the Company performs ongoing credit evaluations of
its customers. The Company maintains reserves for potential credit
losses.
At December 31, 1998, the Company had one customer who accounts for
41% of net trade accounts receivable and 11% of revenues for the year
ended December 31, 1998.
Stock Split
-----------
The Company recorded a fifty-to-one stock split on August 2, 1998 to
stockholders of record on August 28, 1998. Per share data has been
reflected to present share information on a post stock split basis.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. The Company
invests its excess cash primarily in certificates of deposits.
Inventories
-----------
The Company's inventory costs are determined principally under the
first-in, first-out ("FIFO") method and stated at the lower of cost or
market.
Depreciation and Amortization
-----------------------------
Depreciation and amortization is provided for in amounts sufficient to
related the cost of depreciable assets to operations over their
estimated service lives using the straight-line basis.
10
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED
December 31, 1998
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Depreciation for income tax purposes is based on various accelerated
methods. Maintenance and repair costs are expensed as incurred.
Depreciation is based upon the following estimated useful lives:
Laboratory equipment 5 years
Demonstration equipment 5 years
Office equipment 5 years
Computer equipment 3 years
Furniture and fixtures 5 years
Automobiles 5 years
Leasehold improvements Over the life of the lease
Income Taxes
------------
The Company accounts for income taxes in accordance with the
provisions of SFAS No. 109, Accounting for Income Taxes. Under SFAS
No. 109 deferred tax assets or liabilities are computed based on the
difference between the financial statements and income tax bases of
assets and liabilities using the enacted tax rates. Deferred income
tax expense or credits are based on changes in the asset or liability
from period to period.
Advertising
-----------
Advertising is expensed as incurred. For the year ended December 31,
1998 advertising expense was $20,821.
NOTE C - INVENTORIES
At December 31, 1998, inventory consists of the following:
Raw materials $385,207
Work in process 17,543
Finished goods 274,740
-------
677,490
Less reserve (386,690)
--------
Total $290,800
========
11
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED
December 31, 1998
NOTE D - PROPERTY, PLANT AND EQUIPMENT
At December 31, 1998, property and equipment consists of the following:
Laboratory equipment $2,028,667
Demonstration equipment 188,574
Office equipment 252,763
Computer equipment 423,603
Automobiles 21,776
Leasehold improvements 1,295,735
----------
4,211,118
Less accumulated depreciation (including $1,059,965
relating to capital lease equipment) (2,624,191)
----------
Total $1,586,927
==========
Included in property, plant and equipment are purchases acquired through
capital lease financing arrangements with a gross value of approximately
$1,713,000 at December 31, 1998.
NOTE E - COVERTIBLE DEBT
The Company has several unsecured convertible note obligations, amounting
to $2,888,081 at December 31, 1998, of which $2,231,081 are due to
shareholders of the Corporation. The notes bear interest at a rate of 5% to
10% per year. These notes were converted into common shares of Medi-Cult
upon the acquisition of the Company in January 1999 (see Note M).
NOTE F - LONG-TERM DEBT
Long-term debt consists of the following:
Capital lease obligations for laboratory and other
equipment under various noncancelable lease agreements
with a stockholder of the Company. The capital
obligations are payable in monthly installments. The
obligations are secured by a first lien on all
property. The interest rates on the agreements range
from 10 to 15% and expire during 1999. $1,044,014
12
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED
December 31, 1998
NOTE F - LONG-TERM DEBT - Continued
Note payable to a financial institution, due in 60
equal monthly installments of principal and interest of
$425. The note bears interest at 8.99% and is secured
by a motor vehicle. The note matures in April 2001. 11,052
Loan to lessors of the Company's facilities in
Worcester, MA and Hopkinton, MA for tenant improvements
done at the facilities. The leases for these facilities
expire on March 1, 2006 and June 1, 2001, respectively. 155,232
Debt discount (30,834)
----------
1,179,464
Less current portion 1,042,329
----------
Long-term portion $ 137,135
==========
Long-term debt is payable over the next five years as follows:
1999 $1,042,329
2000 29,559
2001 26,948
2002 24,870
2003 24,870
Thereafter 30,888
----------
$1,179,464
==========
In January 1999, the Company consolidated its capital lease obligations
into one lease agreement. The creditor agreed to forgive $222,000 of this
loan and extended payment terms until August 2002.
NOTE G - WARRANTS
In connection with the issuance of convertible debt in fiscal 1998, the
Company issued warrants to purchase up to 615,524 of the Company's common
shares until the acquisition of the Company by Medi-Cult. The warrants are
exercisable at $5.00 per share and are convertible into common shares. The
number of warrants reflects the result of a 50 to 1 stock split on all
common shares and common share equivalents. The warrants were initially
recorded at an estimated fair market value of $83,280
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED
December 31, 1998
NOTE G - WARRANTS - Continued
and were subsequently converted into common shares of Medi-Cult upon the
acquisition of the Company in January 1999 (see Note M). The Company
recorded $83,280 in interest expense associated with these warrants.
The Company also had issued additional warrants with varying exercise
prices and expiration dates. Management estimated the original value of
these warrants to be $608,000. As of December 31, 1998, $30,834 of the debt
discount remains unamortized. Of these warrants, the Company has the
following warrants outstanding for the purchase of common stock at December
31, 1998:
Number of Exercise Price
Expiration Date Shares Per Share
--------------- ------ ---------
December 1999 7,202 $50.00
October 2000 8,159 50.00
October 2000 31,074 17.50
May 2001 1,340 5.00
July 2001 13,796 50.00
October 2001 2,233 62.50
February 2003 27,187 5.00
------
90,991
=======
Weighted average exercise price $ 25.10
=======
NOTE H - STOCK OPTION PLANS
In 1996, the Company established the 1996 Equity Participation Plan (the
"1996 Plan") which provided for the grant of incentive stock options,
nonqualified stock options and restricted stock to employees, consultants,
and independent directors. Options granted under this plan vest over
various periods and expire no later than 10 years from the date of grant. A
total of 1,529,000 shares of common stock may be issued under the 1996
Plan. The maximum number of shares that options may be granted to any
individual under the 1996 Plan shall not exceed 400,000 shares of common
stock during any calendar year. The Committee of the Board of Directors has
the authority to select the employees to whom options are granted and
determine the terms of each option including (1) the number of shares of
common stock subject to the option, (2) when the option becomes
exercisable, (3) the option exercise price, which in the case of incentive
stock options must be at least 100% (110% in
14
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED
December 31, 1998
NOTE H - STOCK OPTION PLANS - Continued
the case of incentive stock options granted to a stockholder owning in
excess of 10% of the Company's common stock) and (4) the duration of the
option (which in the case of incentive stock options, may not exceed 10
years).
A summary of the Company's stock option plan as of December 31, 1998 after
a stock split of 50 to 1 is presented below:
Weighted
Number of Average Price
Options Per Share
------- ---------
Beginning Options Outstanding 55,897 $5.000
Options Granted 3,384 0.135
Options Exercised (54,831) 0.135
Options Cancelled (3,085) 0.135
------- ------
Ending Options Outstanding and Exercisable 1,365 $2.459
======= ======
NOTE I - COMMITMENTS AND CONTINGENCIES
Commitments - Leases
--------------------
The Company leases offices, laboratory and manufacturing facilities under
operating leases that expire at various through March 2006. Certain of the
facility leases provide for future rental increases based on changes in
Consumer Price Index. Total rental expense for the year ended December 31,
1998 was $562,103.
The minimum future rentals under operating leases are as follows:
Year Ending
December 31, Amount
1999 $ 376,586
2000 379,641
2001 335,003
2002 302,208
2003 255,336
Thereafter 3,106,588
----------
$4,755,362
==========
15
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED
December 31, 1998
NOTE I - COMMITMENTS AND CONTINGENCIES - Continued
Contingencies
-------------
The Company is also involved in other legal and administrative proceedings
and claims of various types which arise in the ordinary course of business.
In the opinion of the Company's management, based upon information
furnished by counsel and others, the ultimate resolution of these claims
will not have a material impact on the Company's financial position.
NOTE J - RETIREMENT PLAN
The Company maintains a retirement savings plan under Section 401(K) of the
Internal Revenue Code. This plan covers substantially all employees who
meet minimum age and service requirements and allows participant to defer a
portion of their annual compensation on a pretax basis. At December 31,
1998 the Company matches 50% of employees' contributions up to a maximum of
6% of their annual compensation. For the year ended December 31, 1998, the
Company contributed $45,877 to the plan.
NOTE K - MERGER-RELATED EXPENSES
The Company expensed in 1998 approximately $1,100,000 in legal and
consulting costs associated with a failed merger agreements between the
Company and Cellex Biosciences, Inc. and Goodwin Biotechnology, Inc.
NOTE L - INCOME TAXES
At December 31, 1998, the Company had net operating loss and tax credit
carryforwards for Federal income tax purposes of approximately $45,024,000
and $155,000, respectively, available to reduce Federal taxable income
expiring in various amounts through 2013. The Tax Reform Act of 1986 (the
"Act"), enacted in October 1986, limits the amount of net operating loss
and credit carryforwards that companies may utilize in any one year in the
event of cumulative changes in ownership over a three-year period in excess
of 50%. The Company has completed several financing since the effective
date of the Act, which as of December 31, 1998, have resulted in ownership
changes in excess of 50%, as defined under the Act. Ownership changes in
future periods may limit the Company's ability to utilize net operating
loss and tax credit carryforwards.
16
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED
December 31, 1998
NOTE L - INCOME TAXES - Continued
The components of the deferred tax amounts, carryforwards and the valuation
allowance at December 31, 1998 is approximately as follows:
Operating loss carryforwards $18,010,000
Temporary differences 261,000
Tax credit carryforwards 241,000
-----------
18,512,000
Valuation allowance (18,512,000)
-----------
$ -
===========
The Company has provided a full valuation allowance against its deferred
tax asset at December 31, 1998, since it is more likely than not that these
future benefits will not be realized. Should the Company achieve
profitability in the future, these deferred tax assets may be available to
reduce future income taxes subject to the limitations described above.
NOTE M - DISCONTINUED OPERATIONS
In August 1998, the Company disposed of Unisyn Technologies, GMBH, its
subsidiary in Germany. This subsidiary was substantially inactive in fiscal
1998. The disposal resulted in a loss on sale of discontinued operations of
$117,348. The net loss from discontinued operations in fiscal 1998 was
$81,239.
NOTE N - SUBSEQUENT EVENT
On January 14, 1999, the Company was acquired by Medi-Cult a/s a Danish
biotechnology company. Medi-Cult is quoted on the Oslo Stock Exchange under
the ticker MEC.
At the date of the acquisition, all the outstanding Unisyn Technologies,
Inc. Common Shares (including shares issued upon the conversion of the
Company's bridge debt and accrued interest) were automatically converted
into common shares of Medi-Cult or cash. Only an "accredited investor" as
defined by Rule 501(a)(5) of the Securities Act of 1993 or a "non-U.S.
person outside the United States" in accordance with Rule 902 of Regulation
S under the Securities Act of 1933 were eligible to receive Medi-Cult
Common Shares. All other shareholders would receive cash.
17
<PAGE>
Unisyn Technologies, Inc. and Subsidiaries
NOTES TO FINANCIAL CONSOLIDATED STATEMENTS - CONTINUED
December 31, 1998
NOTE N - SUBSEQUENT EVENT - Continued
Based on the above criteria, the 17,960,681 common shares of the Company
outstanding on January 14, 1999 were converted into approximately 372,107
Medi-Cult Common Shares. Cash payments of approximately $10,000 will be
made to the other shareholders and for fractional shares. Of the 372,107
Medi-Cult Common Shares 74,424 (20%) will be placed in escrow for two years
per the Merger Agreement. The Medi-Cult Common Shares now held by former
shareholders of the Company represents approximately 9% of the total issued
and outstanding Medi-Cult Common Shares after the acquisition.
18
<PAGE>
UNISYN TECHNOLOGIES, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1999
(UNAUDITED)
<PAGE>
UNISYN TECHNOLOGIES, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1999
(UNAUDITED)
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Balance Sheet as of December 31, 1999........................................................... 3
Statement of Operations and Accumulated Deficit for the year ended December 31, 1999............ 4
Statement of Cash Flows for the year ended December 31, 1999.................................... 5
Notes to Financial Statements................................................................... 6
</TABLE>
<PAGE>
Unisyn Technologies, Inc.
BALANCE SHEET
December 31, 1999
(unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 41,000
Trade accounts receivable (net of allowance for doubtful accounts of
$70,000) 624,000
Inventories 640,000
Prepaid expenses 45,000
--------------
Total current assets 1,350,000
--------------
Property, plant and equipment, net 1,424,000
Other assets 282,000
--------------
Total assets $ 3,056,000
==============
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES
Current portion of long-term debt $ 271,000
Accounts payable 1,015,000
Accrued liabilities 216,000
Deferred revenue 284,000
--------------
Total current liabilities 1,786,000
--------------
LONG-TERM DEBT 6,893,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S DEFICIT
Common Stock, 1,000 shares authorized and 10 shares issued and outstanding 41,530,000
Accumulated deficit (47,153,000)
--------------
Total stockholder's deficit (5,623,000)
--------------
Total liabilities and stockholder's deficit $ 3,056,000
==============
</TABLE>
The accompanying notes are an integral part of this financial statement.
3
<PAGE>
Unisyn Technologies, Inc.
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT For
the year ended December 31, 1999
(unaudited)
Revenues
Product $ 2,270,000
Services 1,339,000
----------------
3,609,000
----------------
Operating expenses
Cost of product 1,958,000
Cost of services 1,739,000
Research and development 560,000
Selling and marketing 1,418,000
General and administrative 1,364,000
Merger-related expenses 103,000
----------------
7,142,000
----------------
Loss from operations (3,533,000)
----------------
Other income (expenses)
Interest expense (305,000)
Debt discount (30,000)
----------------
(335,000)
----------------
Net loss $ (3,868,000)
Accumulated deficit, beginning of year (43,285,000)
----------------
Accumulated deficit, end of year $ (47,153,000)
================
The accompanying notes are an integral part of this financial statement.
4
<PAGE>
Unisyn Technologies, Inc.
STATEMENT OF CASH FLOWS
For the year ended December 31, 1999
(unaudited)
<TABLE>
<CAPTION>
<S> <C>
Cash flow from operating activities:
Net loss $ (3,868,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 865,000
Changes in assets and liabilities:
Trade accounts receivable (491,000)
Other accounts receivable 79,000
Inventories (349,000)
Prepaid expenses (23,000)
Other assets (198,000)
Accounts payable (885,000)
Accrued liabilities (571,000)
Deferred revenue 99,000
----------------
Net cash (used in) operating activities (5,342,000)
----------------
Cash flows from investing activities:
Additions to property, plant and equipment (702,000)
----------------
Net cash (used in) investing activities (702,000)
----------------
Cash flows from financing activities:
Net proceeds from long-term debt 5,985,000
----------------
Net cash provided by financing activities 5,985,000
----------------
Net decrease in cash (59,000)
Cash, beginning of year 100,000
----------------
Cash, end of year $ 41,000
================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest $ 72,000
================
</TABLE>
The accompanying notes are an integral part of this financial statement.
5
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
(UNAUDITED)
NOTE A - OPERATIONS
Unisyn Technologies, Inc. (the " Company") develops, manufactures and markets
products and contract services that produce antibodies. The Company also
provides research and development services related to these products. The
Company's products are utilized to manufacture biological material for the
research, diagnostic and pharmaceutical segments of the biotechnology industry.
The Company sells its products mainly to pharmaceutical companies and
universities throughout the United States and Europe.
On January 14, 1999, a merger agreement became effective between the Company and
Medi-Cult A/S ("Medi-Cult), a Danish biotechnology corporation. On that date,
all of the Company's 17,960,681 outstanding shares, including shares issued upon
the conversion of the Company's convertible debt and accrued interest, were
transferred to Medi-Cult in exchange for 372,107 common shares of Medi-Cult and
$10,000 in cash.
Effective May 25, 2000, substantially all of the assets and technology of the
Company were purchased, and certain liabilities were assumed, by Cellex
Biosciences, Inc. a Minnesota corporation, pursuant to an asset purchase
agreement. See Note J.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.
BASIS OF PRESENTATION
Certain information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, although the Company believes that the
disclosures made are adequate to make the information presented not misleading.
The financial statements do not include any adjustments relating to the
Company's merger with Medi-Cult that may have been necessary in accordance with
principles of the purchase method of accounting, including the allocation of
purchase price to identifiable assets and the elimination of the accumulated
deficit at January 14, 1999. The financial statements do not include information
pertaining to the Company's equity securities, stock option plans and certain
debt information because such information is not considered meaningful. The
financial statements of the Company, in the opinion of management, include all
normal and recurring adjustments necessary for a fair presentation of results as
of the dates and for the periods covered by the financial statements.
6
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999
(UNAUDITED)
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED
USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Significant estimates in these financial statements include balances in accounts
receivable awaiting collection by the Company and the carrying amount of
inventory.
REVENUE RECOGNITION
Revenue from product sales is recognized when the products are shipped to the
customer. Revenue from service contracts is recognized as the services are
performed. Amounts received in advance of shipment or services to be performed
under contracts are recorded as deferred revenue. Estimated warranty costs are
accrued at the time of product shipment.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to concentration of
credit risk consist primarily of trade accounts receivables and direct financing
leases. Concentrations of credit risk with respect to the Company's accounts
receivable are limited due to the large number of customers comprising the
Company's customer base. To minimize risk, the Company performs ongoing credit
evaluations of its customers. The Company maintains reserves for potential
credit losses.
At December 31, 1999, the Company had one customer who accounted for 14% of net
trade accounts receivable and 14% of revenues for the year ended December 31,
1999.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents. The Company invests its excess cash
primarily in certificates of deposits.
7
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999
(UNAUDITED)
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED
INVENTORIES
The Company's inventory costs are determined principally under the first-in,
first-out ("FIFO") method and stated at the lower of cost or market.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization is provided for in amounts sufficient to relate
the cost of depreciable assets to operations over their estimated service lives
using the straight-line basis.
Depreciation for income tax purposes is based on various accelerated methods.
Maintenance and repair costs are expensed as incurred. Depreciation is based
upon the following estimated useful lives:
Laboratory equipment 5 years
Demonstration equipment 5 years
Office equipment 5 years
Computer equipment 3 years
Furniture and fixtures 5 years
Automobiles 5 years
Leasehold improvements Over the life of the lease
INCOME TAXES
The Company accounts for income taxes in accordance with the provisions of SFAS
No. 109, Accounting for Income Taxes. Under SFAS No. 109 deferred tax assets or
liabilities are computed based on the difference between the financial
statements and income tax bases of assets and liabilities using the enacted tax
rates. Deferred income tax expense or credits are based on changes in the asset
or liability from period to period.
8
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999
(UNAUDITED)
NOTE C - GOING CONCERN
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company has incurred net losses since its
inception and at December 31, 1999 had an accumulated deficit of $47,153,000. At
December 31, 1999, the Company had a stockholders' deficit of $5,623,000 and
liabilities of $8,679,000. The Company has also been slow in paying its other
creditors on a timely basis.
Effective May 25, 2000, substantially all of the assets and technology of the
Company were purchased and certain liabilities were assumed by Cellex
Biosciences, Inc., a Minnesota corporation, pursuant to an asset purchase
agreement. See Note J.
Effective May 25, 2000, the corporate entity, Unisyn Technologies, Inc., ceased
operations. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty related to the corporate entity.
NOTE D - INVENTORIES
At December 31, 1999, inventory consists of the following:
Raw Materials $ 529,000
Work in process 157,000
Finished goods 354,000
-----------
1,040,000
Less reserve (400,000)
-----------
Total $ 640,000
9
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999
(UNAUDITED)
NOTE E - PROPERTY, PLANT AND EQUIPMENT
At December 31, 1999, property and equipment consists of the following:
Laboratory equipment $2,029,000
Demonstration equipment 188,000
Office equipment 253,000
Computer equipment 424,000
Automobiles 12,000
Leasehold improvements 1,296,000
----------
4,202,000
Less accumulated depreciation (2,778,000)
----------
Total $1,424,000
NOTE F - LONG-TERM DEBT
Long-term debt consists of the following:
Note payable to shareholder $6,129,000
Capital lease obligations payable to former shareholder 483,000
Note payable to creditor 545,000
Note payable to financial institution 7,000
----------
7,164,000
Less current portion 271,000
----------
Long-term portion $6,893,000
==========
The note payable to shareholder represents working capital advances payable to
the Company's sole shareholder, Medi-Cult.
The capital lease obligations are comprised of various non-cancelable lease
agreements with a former stockholder of the Company for laboratory and other
equipment. Such
10
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999
(UNAUDITED)
NOTE F - LONG-TERM DEBT - CONTINUED
obligations are payable in monthly installments through April 2002 with interest
at 12.5%. The obligations are secured by a first lien on all property.
The note payable to creditor matures in June 2002 and bears interest at 6%.
The note payable to financial institution is payable in equal monthly
installments of principal and interest of $425, bears interest at 8.99% per
annum and is secured by a motor vehicle. The note matures in April 2001.
Long-term debt is payable as follows:
2000 $ 271,000
2001 321,000
2002 443,000
Thereafter 6,129,000
-----------
$ 7,164,000
===========
NOTE G - COMMITMENTS AND CONTINGENCIES
Commitments - Leases
The Company leases offices, laboratory and manufacturing facilities under
operating leases that expire at various through March 2006. Certain of the
facility leases provide for future rental increases based on changes in Consumer
Price Index. The minimum future rentals under operating leases are as follows:
Year Ending
December 31, Amount
------------ ------
2000 $ 379,000
2001 335,000
2002 302,000
2003 255,000
Thereafter 3,107,000
----------
$4,378,000
==========
11
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999
(UNAUDITED)
NOTE G - COMMITMENTS AND CONTINGENCIES - CONTINUED
CONTINGENCIES
The Company is also involved in other legal and administrative proceedings and
claims of various types, which arise in the ordinary course of business. See
Note J relating to the adversary proceedings against the Company by Cellex
Biosciences, Inc.
NOTE H - INCOME TAXES
At December 31, 1999, the Company had net operating loss carryforwards for
Federal income tax purposes of approximately $47,000,000 available to reduce
Federal taxable income expiring in various amounts through 2013. The Tax Reform
Act of 1986 (the "Act"), enacted in October 1986, limits the amount of net
operating loss and credit carryforwards that companies may utilize in any one
year in the event of cumulative changes in ownership over a three-year period in
excess of 50%. The Company has completed several financings since the effective
date of the Act, which have resulted in ownership changes in excess of 50%, as
defined under the Act. Ownership changes in future periods may limit the
Company's ability to utilize net operating loss and tax credit carryforwards.
The Company has provided a full valuation allowance against its deferred tax
asset at December 31, 1999, since it is more likely than not that these future
benefits will not be realized.
NOTE I - DISCONTINUED OPERATIONS
In July 1999, the Company disposed of its wholly-owned subsidiaries, Unisyn
Technologies, France S.A.R.L., its subsidiary in France and Unisyn Technologies,
Ltd., its subsidiary in the United Kingdom. These subsidiaries were
substantially inactive in fiscal 1999 and 1998.
NOTE J - SUBSEQUENT EVENT
Effective as of the close of business on May 25, 2000, Cellex Biosciences, Inc.
("Cellex") acquired substantially all of the assets and technology and assumed
certain liabilities of the Company pursuant to an asset purchase agreement (the
"Asset Purchase Agreement").
12
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999
(UNAUDITED)
NOTE J - SUBSEQUENT EVENT - CONTINUED
In consideration, the Company received 70,000 shares of Cellex's common stock,
no par value. Pursuant to settlement agreements, 127,000 additional shares of
Cellex's common stock were issued to settle approximately $1,000,000 in
obligations to two creditors of the Company. Is is also estimated that Cellex
will issue 733,000 shares to a third party related to the assumption by this
third party of certain of the Company's liabilities. In addition, during the
period February 18, 2000 through May 23, 2000, Cellex provided cash advances to
the Company aggregating approximately $450,000, which obligations were cancelled
pursuant to the Asset Purchase Agreement.
The assets purchased include accounts receivable, inventory, equipment,
licenses, proprietary software, certain prepaid expenses and other assets, and
intangible assets including patents, trademarks, servicemarks, trade names,
service names, copyrights and other intangibles.
Pursuant to the Asset Purchase Agreement, Cellex also assumed certain rights and
obligations of the Company pursuant to contracts and agreements with customers
of the company and pursuant to real property leases and purchased contracts.
Cellex also assumed certain liabilities, including certain accounts payable,
deferred revenues and severance obligations to certain employees totaling
approximately $675,000.
As mentioned above, Cellex assumed rights and obligations related to real
property leases, which include lease agreements for three facilities: a 13,788
square foot research and development and light manufacturing facility in
Worcester, Massachusetts; a 12,202 square foot office, warehousing and
distribution facility in Hopkinton, Massachusetts and a 7,200 square foot
office, laboratory and light manufacturing facility in San Diego, California.
The lease for the Worcester facility provides for monthly payments of
approximately $34,000 through February 29, 2006; the Hopkinton facility lease
provides for monthly payments of approximately $6,500 from June 1, 2000 through
May 31, 2001, and; the San Diego facility provides for monthly payments of
approximately $4,000 through December 31, 2002.
On September 10, 1999, Cellex had commenced an adversary proceeding against the
Company relating to the unilateral termination by the Company of an Agreement
and Plan of Merger dated October 10, 1997 between the Company and Cellex. The
Asset Purchase Agreement provides for the dismissal of all claims in the
litigation.
13
<PAGE>
UNISYN TECHNOLOGIES, INC.
FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
<PAGE>
UNISYN TECHNOLOGIES, INC.
FINANCIAL STATEMENTS
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Balance Sheet as of March 31, 2000.............................................................. 3
Statements of Operations and Accumulated Deficit for the Three Months ended
March 31, 2000 and 1999..................................................................... 4
Statements of Cash Flows for the Three Months ended March 31, 2000 and 1999..................... 5
Notes to Financial Statements................................................................... 6
</TABLE>
<PAGE>
UNISYN TECHNOLOGIES, INC.
BALANCE SHEET
MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 71,000
Trade accounts receivable (net of $70,000 allowance for doubtful accounts) 621,000
Inventories 563,000
Other 37,000
----------------
Total current assets 1,292,000
----------------
Property, plant and equipment, net 1,367,000
Other assets 282,000
----------------
Total assets $ 2,941,000
================
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES
Current portion of long-term debt $ 291,000
Accounts payable 1,286,000
Accrued liabilities 166,000
Deferred revenues 301,000
----------------
Total current liabilities 2,044,000
----------------
LONG-TERM DEBT 7,428,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S DEFICIT
Common stock, 1,000 shares authorized,$.01 par value; 10 shares issued and
outstanding 41,530,000
Accumulated deficit (48,061,000)
----------------
Total stockholder's deficit (6,531,000)
----------------
Total liabilities and stockholder's deficit $ 2,941,000
================
</TABLE>
The accompanying notes are an integral part of this financial statement.
3
<PAGE>
UNISYN TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
2000 1999
-------------- -------------
REVENUES
System sales $ 212,000 $ 72,000
Consumable sales & other 226,000 314,000
Contract production services 528,000 306,000
-------------- -------------
Total revenues
966,000 692,000
OPERATING COSTS AND EXPENSES
Cost of sales 1,188,000 883,000
Research and development 52,000 59,000
Marketing, general and administrative 514,000 857,000
-------------- -------------
Total operating costs and expenses
1,754,000 1,799,000
-------------- -------------
Loss from operations (788,000) (1,107,000)
OTHER INCOME (EXPENSE)
Interest expense (120,000) (53,000)
Debt discounts - (15,000)
Amortization of merger costs - (5,000)
-------------- -------------
Net loss $ (908,000) $ (1,180,000)
Accumulated deficit, beginning of period (47,153,000) (43,285,000)
-------------- -------------
Accumulated deficit, end of period $ (48,061,000) $ (44,465,000)
============== =============
The accompanying notes are an integral part of this financial statement.
4
<PAGE>
UNISYN TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (908,000) $ (1,180,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 170,000 164,000
Changes in operating items:
Accounts receivable 3,000 (194,000)
Inventories 77,000 (174,000)
Other assets 8,000 (124,000)
Accounts payable and accrued liabilities 221,000 (1,977,000)
Deferred Revenue
17,000 37,000
------------- --------------
Net cash used in operating activities (412,000) (3,448,000)
------------- --------------
Cash flows from investing activities:
Capital expenditures
(113,000) (54,000)
------------- --------------
Net cash used in investing activities (113,000) (54,000)
------------- --------------
Cash flows from financing activities:
Repayment of short-term borrowings - (43,000)
Net proceeds from long-term debt 216,000 740,000
Shareholder loan 339,000 2,904,000
------------- --------------
Net cash provided by financing activities 555,000 3,601,000
------------- --------------
Net increase in cash 30,000 99,000
Cash, beginning of period 41,000 70,000
------------- --------------
Cash, end of period $ 71,000 $ 169,000
============= ==============
</TABLE>
The accompanying notes are an integral part of this financial statement.
5
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS AS OF
AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
NOTE A - OPERATIONS
Unisyn Technologies, Inc.(the "Company") develops, manufactures and markets
products and contract services that produce antibodies. The Company also
provides research and development services related to these products. The
Company's products are utilized to manufacture biological material for the
research, diagnostic and pharmaceutical segments of the biotechnology industry.
The Company sells its products mainly to pharmaceutical companies and
universities throughout the United States and Europe.
On January 14, 1999, a merger agreement became effective between the Company and
Medi-Cult A/S ("Medi-Cult"), a Danish biotechnology corporation. On that date,
all of the Company's 17,960,681 outstanding shares, including shares issued upon
the conversion of the Company's convertible debt and accrued interest, were
transferred to Medi-Cult in exchange for 372,107 common shares of Medi-Cult and
$10,000 in cash.
Effective May 25, 2000, substantially all of the assets and technology of the
Company were purchased, and certain liabilities were assumed, by Cellex
Biosciences, Inc. a Minnesota corporation, pursuant to an asset purchase
agreement. See Note E.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been derived from unaudited
interim financial statements. Certain information and note disclosures normally
included in annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted, although the
Company believes that the disclosures made are adequate to make the information
presented not misleading. The financial statements do not include any
adjustments relating to the Company's merger with Medi-Cult which may have been
necessary in accordance with principles of the purchase method of accounting,
including the allocation of purchase price to identifiable assets and the
elimination of the accumulated deficit at January 14, 1999. The financial
statements of the Company, in the opinion of management, include all normal and
recurring adjustments necessary for a fair presentation of results as of the
dates and for the periods covered by the financial statements.
6
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
Operating results for the three months ended March 31, 2000 and 1999 are not to
be considered as being indicative of the results that may be expected for the
entire fiscal year or that may be expected for the Company subsequent to May 25,
2000, the effective date of the asset purchase agreement with Cellex
Biosciences, Inc.
For further information, refer to the financial statements and footnotes thereto
included in the Company's financial statements for the fiscal years ended
December 31, 1999 (unaudited) and 1998 (audited).
USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates. Significant estimates in these financial statements
include balances in accounts receivable awaiting collection by the Company and
the carrying amount of inventory.
NET INCOME (LOSS) PER COMMON SHARE
Pursuant to the merger agreement with Medi-Cult, as of January 14, 1999, all of
the outstanding shares of the Company were acquired by Medi-Cult. Loss per
common share has not been computed because such information is not considered
meaningful.
NOTE C - GOING CONCERN
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company has incurred net losses since its
inception and at March 31, 2000 had an accumulated deficit of $48,061,000. At
March 31, 2000 the Company has a stockholder's deficit of $6,531,000 and
liabilities of $9,472,000. The Company has been delinquent in its lease
agreements and has been slow in paying its creditors on a timely basis.
Effective May 25, 2000, substantially all of the assets and technology of the
Company were purchased and certain liabilities were assumed by Cellex
Biosciences, Inc., a Minnesota corporation, pursuant to an asset purchase
agreement. See Note E.
7
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
Effective May 25, 2000, the corporate entity, Unisyn Technologies, Inc., ceased
operations. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty related to the corporate entity.
NOTE D - DETAILS TO BALANCE SHEET
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to concentration of
credit risk consist primarily of trade accounts receivable and direct financing
leases. Concentrations of credit risk with respect to the Company's accounts
receivable are limited due to the large number of customers comprising the
Company's customer base. To minimize risk, the Company performs ongoing credit
evaluations of its customers. The Company maintains reserves for potential
credit losses. At March 31, 2000, the Company had three customers which
accounted for 58% of net trade accounts receivable, two customers which
accounted for 35% of revenues for the three months ended March 31, 2000 and two
customers which accounted for 29% of revenues for the three months ended March
31, 1999.
A significant amount of the Company's revenue has been derived from export
sales. The Company's export sales were approximately 26% and 17% for the three
months ended March 31, 2000 and 1999, respectively.
INVENTORIES
Inventories consist of the following:
MARCH 31, 2000
--------------
Finished goods..................... $ 178,000
Work-in-process.................... 215,000
Raw materials...................... 555,000
--------------
948,000
Less Reserve (385,000)
---------------
$ 563,000
===============
8
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
LONG-TERM DEBT
At March 31, 2000, long-term debt consists of the following:
Note payable to shareholder............... $ 6,468,000
Capital lease obligations payable to
former shareholder.................... 453,000
Note payable to creditor.................. 545,000
Advances from Cellex Biosciences, Inc..... 248,000
Note payable to financial institution..... 5,000
-------------
7,719,000
Less current portion...................... (291,000)
-------------
Long-term portion......................... $ 7,719,000
=============
On February 18, 2000, the Company and Cellex Biosciences, Inc. ("Cellex")
entered into an agreement which, as amended, provides for Cellex to lend the
Company up to $600,000 through May 23, 2000. The loan agreement provides for
interest to accrue at the rate of 9% per annum payable upon maturity of the
revolving note. At March 31, 2000, the principal balance owed by the Company to
Cellex was $248,000. Subsequent to March 31, 2000 through May 23, 2000, the
balance was increased to $450,000 which obligations were cancelled pursuant to
the asset purchase agreement that became effective May 25, 2000. See Note E.
NOTE E - SUBSEQUENT EVENT
Effective as of the close of business on May 25, 2000, Cellex acquired
substantially all of the assets and technology and assumed certain liabilities
from the Company pursuant to an asset purchase agreement (the "Asset Purchase
Agreement").
In consideration, the Company received 70,000 shares of Cellex's common stock,
no par value. Pursuant to settlement agreements, 127,000 additional shares of
Cellex's common stock were issued to settle approximately $1,000,000 in
obligations to two creditors of the Company. It is also estimated that Cellex
will issue 733,000 shares to a third party related to the assumption by this
third party of certain of the Company's liabilities. In addition, during the
period February 18, 2000 through May 23, 2000, Cellex provided cash advances to
the
9
<PAGE>
UNISYN TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS - CONTINUED
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
Company aggregating approximately $450,000, which obligations were cancelled
pursuant to the Asset Purchase Agreement. See Note D - Long-Term Debt.
The assets purchased include accounts receivable, inventory, equipment,
licenses, proprietary software, certain prepaid expenses and other assets, and
intangible assets including patents, trademarks, servicemarks, tradenames,
service names, copyrights and other intangibles.
Pursuant to the Asset Purchase Agreement, Cellex also assumed certain rights and
obligations of the Company pursuant to contracts and agreements with customers
of the company and pursuant to real property leases and purchased contracts.
Cellex also assumed certain liabilities, including certain accounts payable and
severance obligations to certain employees totaling approximately $675,000.
As mentioned above, Cellex assumed rights and obligations related to real
property leases, which include lease agreements for three facilities: a 13,788
square foot research and development and light manufacturing facility in
Worcester, Massachusetts; a 12,202 square foot office, warehousing and
distribution facility in Hopkinton, Massachusetts and a 7,200 square foot
office, laboratory and light manufacturing facility in San Diego, California.
The lease for the Worcester facility provides for monthly payments of
approximately $34,000 through February 29, 2006; the Hopkinton facility lease
provides for monthly payments of approximately $6,500 from June 1, 2000 through
May 31, 2001, and; the San Diego facility provides for monthly payments of
approximately $4,000 through December 31, 2002.
On September 10, 1999, Cellex had commenced an adversary proceeding against the
Company relating to the unilateral termination by the Company of an Agreement
and Plan of Merger dated October 10, 1997 between the Company and Cellex. The
Asset Purchase Agreement provides for the dismissal of all claims in the
litigation.
10
<PAGE>
CELLEX BIOSCIENCES, INC. AND
UNISYN TECHNOLOGIES, INC.
PRO FORMA UNAUDITED CONDENSED COMBINED
FINANCIAL INFORMATION
<PAGE>
Except as the context otherwise indicates, the term the "Company" refers to
Cellex Biosciences, Inc.
The following pro forma financial information and related notes thereto set
forth the Company's historical balance sheet and statements of operations
modified to reflect the adjustments required to effect the Company's purchase of
certain assets and the assumption of certain liabilities of Unisyn Technologies,
Inc. ("Unisyn"). The transaction is being recorded using the purchase method of
accounting.
The Company's pro forma balance sheet, and related notes thereto, sets
forth the Company's historical balance sheet modified to reflect the adjustments
required to effect the transaction as if it had occurred on March 31, 2000. The
Company's unaudited balance sheet at March 31, 2000 has been modified by
reflecting the unaudited balance sheet of Unisyn adjusted to reflect the assets
purchased and liabilities assumed and the allocation of the purchase price to
specific tangible and intangible assets, which values approximate fair value. At
March 31, 2000, the purchase price of $2,579,000 was determined to be the sum of
the value of the 930,000 shares of the Company's common stock, no par value,
issuable by the Company pursuant to the transaction and the fair value of the
liabilities assumed by the Company. The value of the Company's stock at $1.25
per share is based upon the last sale price of the Company's common stock
pursuant to the Company's private placement offering during the period February
17 through May 3, 2000.
The purchase price and allocation of purchase price at March 31, 2000 is
determined as follows:
Value of common stock issued
(930,000 shares at $1.25 per share) $ 1,162,500
Fair value of liabilities assumed 817,000
Cancellation of cash advances to Unisyn 450,361
Transaction costs 150,000
-----------
Total Purchase Price $ 2,579,861
===========
Accounts receivable, net $ 621,000
Inventories, net 563,000
Property, plant and equipment 1,367,000
Other assets 29,000
-----------
Allocation of Purchase Price $ 2,580,000
===========
The combined balance sheet at May 25, 2000 may require further adjustment,
depending upon the final determination of values of assets purchased and
liabilities assumed and expenses related thereto.
2
<PAGE>
CELLEX BIOSCIENCES, INC.
PRO FORMA CONDENSED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
The Company's historical statements of operations for the twelve months
ended September 30, 1999 and the six months ended March 31, 2000 are presented
assuming the transaction had occurred on October 1, 1998. The Company's
historical results for the ten months ended July 31, 2000 (unaudited), the two
months ended September 30, 1999 (audited) and the six months ended March 31,
2000 (unaudited) have been adjusted by reflecting the unaudited pro forma
operating results of Unisyn for the twelve months ended September 30, 1999 and
the six months ended March 31, 2000, adjusted to reflect the assets purchased
and the liabilities assumed and the allocation of purchase price based upon
estimated fair values on May 25, 2000, the effective date of the asset purchase
agreement. The Company's average number of shares outstanding for the six months
ended March 31, 2000 has been adjusted by adding the 930,000 shares of common
stock issued by the Company in relation to the purchase. This pro forma does not
purport to be indicative of the results which would have been reported if the
purchase had occurred on October 1, 1998 or which may be reported in the future.
As of July 31, 1999, the Company adopted fresh start reporting in
accordance with the American Institute of Certified Public Accountants'
Statement of Position 90-7 Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code ("SOP 90-7"). Due to the Company's emergence from
Chapter 11 Reorganization and implementation of fresh-start reporting, the
financial statements for the reorganized company as of July 31, 1999 and for the
periods subsequent to July 31, 1999 (the "Reorganized Company") will not be
comparable to those of the Company for the periods prior to July 31, 1999 (the
"Predecessor Company"). The results of the periods shown for the Predecessor
Company are not considered to be indicative of the results of operations that
are expected for the Reorganized Company. The results of the Predecessor Company
are not comparable to those of the Reorganized Company.
Fresh-start reporting resulted in material changes to the Company's balance
sheet at July 31, 1999, including valuation of assets at fair value in
accordance with principles of the purchase method of accounting, valuation of
liabilities pursuant to provisions of the Company's Plan of Reorganization and
valuation of equity based on the reorganization value of the ongoing business.
In accordance with fresh-start reporting, the gain on discharge of debt
resulting from the reorganization proceedings was reflected on the financial
statements of the Predecessor Company for the ten-month period ended July 30,
1999. In addition, the accumulated deficit of the Predecessor Company was
eliminated and at July 31, 1999, the Reorganized Company's financial statements
reflected no beginning retained earnings or deficit. In addition, the Company's
capital structure was recast in conformity with the Company's Plan of
Reorganization.
3
<PAGE>
CELLEX BIOSCIENCES, INC. AND UNISYN TECHNOLOGIES, INC.
PRO FORMA UNAUDITED CONDENSED COMBINED BALANCE SHEET
MARCH 31, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
Unisyn
--------------------------------------
Adjustments to
Eliminate Items Pro Forma
Cellex Not Purchased Unisyn -----------------------
Biosciences Unisyn Or Assumed (1) Restated Adjustments Combined
----------- -------- -------------- -------- ----------- --------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash $ 232 $ 71 $ (71) $ - $ (97) (2) $ 135
Private placement offering proceeds receivable 1,881 - - 1,881
Accounts receivable, net 448 621 621 1,069
Costs and estimated earnings in excess of
billings on uncompleted contracts 244 - - 244
Inventories 1,271 563 563 1,834
Other 36 37 (37) - 36
----------- -------- -------------- -------- ----------- --------
Total current assets 4,112 1,292 (108) 1,184 (97) 5,199
-
Property, plant and equipment, net 146 1,367 1,367 1,513
Other assets:
Inventories 378 - - 378
Patents and trademarks, net 1,069 - - 1,069
Deferred acquisition costs and advances 353 - - 247 (2) -
(600) (2)
Other assets 12 282 (253) 29 41
Reorganization value in excess of amounts -
allocable to identifiable assets 2,713 - - 2,713
----------- -------- -------------- -------- ----------- --------
Total Assets $ 8,783 $ 2,941 $ (361) $ 2,580 $ (450) $ 10,913
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 130 $ 291 $ (291) $ - $ 130
Accounts payable 318 1,286 (732) 554 872
Customer deposits 371 - - 371
Accrued liabilities 329 467 (204) 263 150 (2) 742
Billings in excess of costs and estimated
earnings on uncompleted contracts 24 - - - 24
----------- -------- -------------- -------- ----------- --------
Total current liabilities 1,172 2,044 (1,227) 817 150 2,139
=========== ======== ============== ======== =========== ========
Long-term debt 550 7,428 (7,428) - 550
Shareholders' equity:
Common stock 7,912 41,530 (41,530) - $ 1,163 (3) 9,075
Accumulated deficit (851) (48,061) 48,061 - (851)
----------- -------- -------------- -------- ----------- --------
$ 8,783 $ 2,941 $ (2,124) $ 817 $ 1,313 $ 10,913
=========== ======== ============== ======== =========== ========
</TABLE>
(1) Pursuant to the Asset Purchase Agreement, the assets purchased include
accounts receivable, inventory, property plant and equipment, licenses,
proprietary software, certain prepaid expenses and deposits, and
intangible assets including patents, trademarks, servicemarks, service
names, copryrights and other intangibles. Liabilities assumed include
certain accounts payable and accrued liabilities including severance
obligations.
(2) During the period April 1 through May 25, 2000, the Company provided to
Unisyn an additional $97,000 in working capital advances and incurred
recognized additional costs relating to the transaction in the amount
of $45,000. Pursuant to the Asset Purchase Agreement, the obligation of
Unisyn to repay the advances in the aggregate amount of $450,000 was
cancelled.
(3) To record the issuance of 930,000 shares of the Company's common stock
at $1.25 per share (based on the most recent sale price of the
Company's common stock pursuant to a private placement offering of the
Company's common stock during the period February 17 through May 3,
2000.
4
<PAGE>
CELLEX BIOSCIENCES, INC. AND UNISYN TECHNOLOGIES, INC.
PRO FORMA UNAUDITED CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 2000
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Proforma
--------------------------------
Cellex Unisyn Adjustments (1) Combined
------------- -------------- --------------- -------------
<S> <C> <C> <C> <C>
Revenues:
System sales $ 223 $ 390 $ 613
Consumable sales 682 544 1,226
Contract production services 1,069 921 1,990
Other 90 - 90
------------- -------------- -------------
Total revenues 2,064 1,855 3,919
Operating costs and expenses:
Cost of sales 1,211 2,054 3,265
Research and development 214 76 290
Marketing, general and administrative 1,197 1,066 2,263
------------- -------------- -------------
Total operating costs and expenses 2,622 3,196 5,818
Loss from operations (558) (1,341) (1,899)
Other income (expense)
Interest expense, net (128) (220) $ 220 (128)
Severance Costs (15) 15 -
Write off of reserve for French subsidiary 253 (253) -
Amortization of Medi-cult merger costs (87) 87 -
Currency transaction gain 32 - - 32
------------- -------------- --------------- -------------
(96) (69) 69 (96)
------------- -------------- --------------- -------------
Net loss $ (654) $ (1,410) $ 69 $ (1,995)
============= ============== =============== =============
Net loss per common share - basic and diluted (2) $ (0.38) $ 0.07 $ (0.75)
============= =============== =============
Weighted average number of common shares
outstanding - basic and diluted (3) 1,739,122 930,000 2,669,122
============= =============== =============
</TABLE>
(1) Pursuant to the Asset Purchase Agreement, certain assets were purchased
and certain liabilities were assumed relating to the Unisyn business.
The pro forma adjustments reflect the elimination of costs and expenses
that do not relate to the operations of the Unisyn business or to the
assets acquired or liabilities assumed.
(2) Loss per common share for Unisyn has not been computed because the
information is not considered meaningful.
(3) For the six months ended March 31, 2000, the weighted average number of
the Company's common shares has been adjusted to reflect the issuance
of 930,000 shares of the Company's common stock pursuant to the Asset
Purchase Agreement.
5
<PAGE>
CELLEX BIOSCIENCES, INC. AND UNISYN TECHNOLOGIES, INC.
PRO FORMA UNAUDITED CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Cellex Biosciences
---------------------------------------------------------------
Ten Months Ended Two Months Ended Fiscal Year Ended
July 30, 1999 September 30, 1999 September 30, 1999
(unaudited) (audited) (unaudited)
---------------- ----------------- ------------------
<S> <C> <C> <C>
Revenues:
System sales $ 543 $ 173 $ 716
Consumable sales 1,180 320 1,500
Contract production services 2,250 345 2,595
Other 200 30 230
---------------- ----------------- ------------------
Total revenues 4,173 868 5,041
---------------- ----------------- ------------------
Operating costs and expenses:
Cost of sales 2,819 674 3,493
Research and development 320 42 362
Marketing, general and administrative 1,281 292 1,573
---------------- ----------------- ------------------
Total operating costs and expenses 4,420 1,008 5,428
Loss from operations (247) (140) (387)
Other income (expense)
Interest expense, net (421) (57) (478)
Debt discount - - -
Severance costs - - -
Write-off of investment in French subsidiary - - -
Failed merger costs - - -
Amortization of Medi-cult merger costs - - -
---------------- ----------------- ------------------
Total (421) (57) (478)
---------------- ----------------- ------------------
Net loss before reorganization items (668) (197) (865)
Reorganization items (2,602) - (2,602)
---------------- ----------------- ------------------
Net loss before extraordinary item (3,270) (197) (3,467)
Gain on discharge of debt 9,014 - 9,014
---------------- ----------------- ------------------
Net income (loss) $ 5,744 $ (197) $ 5,547
================ ================= ==================
Net loss per common share - basic and diluted - before
reorganization and extraordinary items (2) $ (0.19) $ (0.84)
================= ==================
Weighted average number of common shares
outstanding - basic and diluted (3) 1,026,839 1,026,839
================= ==================
<CAPTION>
Pro Forma
----------------------------
Unisyn Combined
(unaudited) Adjustments (1) (unaudited)
----------- --------------- -----------
<S> <C> <C> <C>
Revenues:
System sales $ 806 $ 1,522
Consumable sales 1,271 2,771
Contract production services 1,080 3,675
Other - 230
----------- --------------- -----------
Total revenues 3,157 8,198
----------- -----------
Operating costs and expenses:
Cost of sales 3,698 7,191
Research and development 199 561
Marketing, general and administrative 3,665 5,238
----------- -----------
Total operating costs and expenses 7,562 12,990
Loss from operations (4,405) (4,792)
Other income (expense)
Interest expense, net (265) $ 265 (478)
Debt discount (127) 127 -
Severance costs (132) 132 -
Write-off of investment in French subsidiary (261) 261 -
Failed merger costs 239 (239) -
Amortization of Medi-cult merger costs (16) 16 -
----------- --------------- -----------
Total (562) 562 (478)
----------- --------------- -----------
Net loss before reorganization items (4,967) 562 (5,270)
Reorganization items - - (2,602)
----------- --------------- -----------
Net loss before extraordinary item (4,967) 562 (7,872)
Gain on discharge of debt - - 9,014
----------- --------------- -----------
Net income (loss) $ (4,967) $ 562 $ 1,142
=========== =============== ===========
Net loss per common share - basic and diluted - before
reorganization and extraordinary items (2) $ (2.69)
===========
Weighted average number of common shares
outstanding - basic and diluted (3) 930,000 1,956,839
=============== ===========
</TABLE>
-------------------------
(1) Pursuant to the Asset Purchase Agreement, certain assets were purchased
and certain liabilities were assumed relating to the Unisyn business.
The pro forma adjustments reflect the elimination of costs and expenses
that do not relate to the operations of the Unisyn business or to the
assets acquired or liabilities assumed.
(2) Pursuant to the Company's reorganization which became effective July
31, 1999, the Predecessor Company's existing equity securities were
deemed cancelled and 1,000,000 shares of new common stock were deemed
issued to the Company's new investors and creditors. Loss per common
share for the Predecessor Company has not been computed because the
information is not meaningful. In addition, loss per common share for
Unisyn has not been computed because the information is not considered
to be meaningful. Loss per common share before reorganization and
extraordinary items relating to the Company's reorganization and
discharge of debt is considered meaningful and is presented.
(3) For the twelve months ended September 30, 1999, the weighted average
number of the Company's common shares outstanding is assumed to equal
the weighted average number of shares outstanding, post-reorganization,
during the two months ended September 30, 1999. Such number has been
adjusted to reflect the issuance of 930,000 shares of the Company's
common stock pursuant to the Asset Purchase Agreement.
6
<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, thereto duly
authorized.
CELLEX BIOSCIENCES, INC.
------------------------
(Registrant)
Date: August 7, 2000 /s/ Thomas Belleau
-------------- ------------------
Thomas Belleau
Chief Financial Officer
7
