<PAGE> 1
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from______________to________________
Commission file number 0-15190
ONCOGENE SCIENCE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3159796
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
106 Charles Lindbergh Blvd., Uniondale, New York 11553
(Address of principal executive offices) (Zip Code)
516-222-0023
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS:
At August 9, 1996 the registrant had outstanding 21,889,149 shares of common
stock .$01 par value.
<PAGE> 2
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION - UNAUDITED
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1996
and September 30, 1995 3
Consolidated Statements of Operations
- Three months ended June 30, 1996 and 1995 4
Consolidated Statements of Operations
- Nine months ended June 30, 1996 and 1995 5
Consolidated Statements of Cash Flows
- Nine months ended June 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
EXHIBIT INDEX 16
* * * *
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, September 30,
1996 1995
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 33,409,488 $ 17,919,609
Short-term investments 15,932,171 8,866,957
Receivables 3,485,007 1,320,015
Interest receivable 245,931 45,263
Grants receivable 490,472 433,530
Prepaid expenses and other 813,740 518,150
------------- ------------
Total current assets 54,376,809 29,103,524
Property, equipment and leasehold
improvements, net 5,490,297 5,709,515
Fungi Cultures, net 5,306,334 --
Other receivables -- 262,703
Loans to officers and employees 25,343 25,516
Other assets 466,506 325,582
Intangible assets, net 7,551,426 8,630,581
------------- ------------
$ 73,216,715 $ 44,057,421
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 2,815,245 $ 2,825,702
Current portion of unearned revenue 54,039 150,041
------------- ------------
Total current liabilities 2,869,284 2,975,743
Other liabilities:
Long-term portion of unearned revenue 118,828 165,839
Accrued post-retirement benefit cost 468,707 366,203
------------- ------------
Total liabilities 3,456,819 3,507,785
------------- ------------
Stockholders' equity:
Common stock, $.01 par value;
50,000,000 shares authorized,
21,884,149 and 17,683,047 shares
issued at June 30, 1996 and
September 30, 1995, respectively 218,841 176,830
Additional paid-in capital 101,943,903 66,735,375
Accumulated deficit (32,168,848) (26,129,341)
Cumulative foreign currency
translation adjustment -- (55,669)
Unrealized holding loss on
short-term investments (234,000) (35,000)
------------- ------------
69,759,896 40,692,195
Less: treasury stock, at cost,
222,521 shares at
September 30, 1995 -- (142,559)
------------- ------------
Total stockholders' equity 69,576,896 40,549,636
------------- ------------
Commitments and contingencies
$ 73,216,715 $ 44,057,421
============= ============
</TABLE>
See accompanying notes to consolidated financial statements.
3
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ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
--------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Revenues:
Collaborative program revenues,
principally from related parties $ 1,877,059 $ 2,323,131
Sales 12,652 1,251,641
Other research revenue 299,433 259,378
------------ ------------
2,189,144 3,834,150
------------ ------------
Expenses:
Research and development 3,497,585 3,387,094
Production 32,504 380,422
Selling, general and administrative 1,290,652 1,771,942
Amortization of intangibles 363,189 436,420
------------ ------------
5,183,930 5,975,878
------------ ------------
Loss from operations (2,994,786) (2,141,728)
Other income (expense):
Net investment income 732,393 253,673
Other (12,992) (44,933)
------------ ------------
Net loss $ (2,275,385) $ (1,932,988)
============ ============
Weighted average number of shares
of common stock outstanding 21,452,937 16,995,531
============ ============
Net loss per weighted share of
common stock outstanding $ (0.11) $ (0.11)
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
--------------------------------
1996 1995
------------ ------------
<S> <C> <C>
Revenues:
Collaborative program revenues,
principally from related parties $ 6,213,166 $ 7,102,909
Sales 73,219 3,849,229
Other research revenue 725,220 1,359,076
------------ ------------
7,011,605 12,311,214
------------ ------------
Expenses:
Research and development 9,414,556 9,812,630
Production 93,718 1,179,674
Selling, general and administrative 3,942,341 5,472,808
Amortization of intangibles 1,089,566 1,309,261
------------ ------------
14,540,181 17,774,373
------------ ------------
Loss from operations (7,528,576) (5,463,159)
Other income (expense):
Net investment income 1,487,458 695,564
Other 1,611 (25,149)
------------ ------------
Net loss $ (6,039,507) (4,792,744)
============ ============
Weighted average number of shares
of common stock outstanding 18,967,524 16,560,456
============ ============
Net loss per weighted share of
common stock outstanding $ (0.32) $ (0.29)
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
------------------------------
1996 1995
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(6,039,507) $(4,792,744)
Adjustments to reconcile net loss
to net cash used by operating activities:
Gain on sale of investments (61,276) --
Depreciation and amortization 1,189,566 980,956
Amortization of intangibles 1,079,155 1,309,261
Foreign exchange (gain) loss 55,669 (27,112)
Changes in assets and liabilities:
Receivables (2,164,992) 1,301,034
Inventory -- 124,839
Interest receivable (200,668) (17,621)
Grants receivable (56,942) 455,471
Prepaid expenses and other (295,590) (121,094)
Other receivables 262,703 (147,660)
Other assets (138,374) (214)
Accounts payable
and accrued expenses (232,460) (869,985)
Unearned revenue (143,014) (123,772)
Accrued post-retirement
benefit cost 102,504 104,067
----------- -----------
Net cash used by
operating activities $(6,688,815) $(1,824,574)
----------- -----------
Cash flows from investing activities:
Additions to short-term
investments (18,489,093) (5,253,317)
Maturities and sales of short-term
investments 11,286,155 4,425,000
Acquisition of MYCOsearch (1,862,247) --
Additions to property,
equipment and leasehold
improvements (716,392) (922,296)
Net change in loans to officers
and employees 173 10,050
Other -- (17,381)
Net cash used by
investing activities $ (9,781,404) $(1,757,944)
------------ -----------
</TABLE>
Continued
6
<PAGE> 7
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
-------------------------------
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from financing activities:
Net proceeds from issuance
of common stock $ 30,329,484 $ 4,996,541
Proceeds from exercise
of stock options and
employee stock purchase plan 1,630,614 16,369
------------ -----------
Net cash provided by
financing activities 31,960,098 5,012,910
Net increase in cash
and cash equivalents 15,489,879 1,430,392
Cash and cash equivalents at
beginning of period 17,919,609 322,308
------------ -----------
Cash and cash equivalents
at end of period $ 33,409,488 $ 1,752,700
============ ===========
Non-cash investing activities:
Issuance of common stock and
warrants for acquisition of
MYCOsearch $ 3,433,000 $ --
Liabilities assumed with
acquisition of MYCOsearch 225,170 --
------------ -----------
$ 3,658,170 $ --
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE> 8
ONCOGENE SCIENCE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) Opinion of Management
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the Company's financial position as of
June 30, 1996 and September 30, 1995, its results of operations for the three
and nine months ended June 30, 1996 and 1995 and its cash flows for the nine
months ended June 30, 1996 and 1995. Certain reclassifications have been made to
the prior period financial statements to conform them to the current
presentation.
It is recommended that these consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto in the
Company's 1995 Annual Report on Form 10-K.
Results for interim periods are not necessarily indicative of results for the
entire year.
Net loss per share of common stock outstanding is based on the weighted average
number of shares outstanding. Common share equivalents (stock options) are not
included in the computation for the three months and nine months ended June 30,
1996 and 1995 since their inclusion would be anti-dilutive.
(2) Stock Offering
In March 1996, the Company completed a public offering for 2,825,000 shares of
common stock. The sale price was $9.125 per share. Concurrent with the public
offering, the Company sold 500,000 shares at $9.125 per share directly to
BioChem Pharma, Inc. The proceeds to the Company from these sales, net of
underwriting commissions and other costs, was approximately $27.8 million. The
net proceeds were added to the Company's general funds and are to be used for
research and development expenses, including funds for enhancing the Company's
drug discovery technologies, and for general corporate purposes. In April 1996,
the Company's underwriter exercised its option to purchase an additional 293,750
shares of common stock at $9.125 per share to cover over-allotments. The
additional net proceeds to the Company from this sale was approximately $2.5
million.
(3) Acquisition of MYCOsearch, Inc.
On April 11, 1996, the Company acquired all the outstanding shares of
MYCOsearch, Inc., a privately owned company, that specializes in the collection
of fungi cultures and the development of extracts derived therefrom. Prior to
the acquisition, the Company had purchased extracts and certain services from
MYCOsearch.
The purchase price paid by the Company to the shareholders of MYCOsearch
consisted of $1.75 million in cash, $2.95 million in common stock of the
Company (316,553 shares at $9.319 per share, of which 222,521 shares represents
the reissuance of shares held in treasury), and warrants to purchase 100,000
shares of the Company's stock at $9.319 per share, valued at $483,000. The
warrants are exercisable for a three-year period starting on April 11, 1998. The
Company also incurred certain professional costs totaling approximately $112,000
in connection with the acquisition resulting in a total purchase price of $5.3
million.
8
<PAGE> 9
The acquisition has been accounted for using the purchase method of accounting,
and, accordingly, the purchase price has been allocated to the assets purchased
and the liabilities assumed based on the fair values at the date of acquisition.
The purchase price was allocated as follows (in thousands):
Fungi Cultures $5,483
Fixed Assets 21
Other Assets 16
Other Liabilities (225)
------
Purchase Price $5,295
======
The fungi cultures contain natural chemical structures that will be tested
against target proteins using the Company's high throughput drug screens. The
Company will amortize the fungi cultures on a straight-line basis over a five
year period and will continually evaluate the recoverability of this asset based
on the results of its testing. Amortization of the fungi cultures totaling
$177,000 is reflected as research and development expense in the accompanying
statement of operations for the three and nine month periods ended June 30,
1996. The operating results of MYCOsearch has been included in the consolidated
statements of operations from the date of acquisition.
(4) Collaborative Agreements
Effective April 1, 1996, the Company and Pfizer Inc. ("Pfizer") renewed their
ten-year-old collaboration for a new five-year term by entering into new
Collaborative Research and License Agreements. Under these agreements, all
patent rights and patentable inventions derived from the research under this
collaboration are owned jointly by the Company and Pfizer. Under the
collaborative research agreement, Pfizer has committed to provide research
funding to the Company in an aggregate amount of approximately $18.8 million.
Pursuant to a schedule set forth in the collaborative research agreement, Pfizer
will make maximum annual research funding payments to the Company, which will
gradually increase from approximately $3.5 million in the first year of the
five-year term to approximately $4 million in the fifth year. The collaborative
research agreement will expire on April 1, 2001. However, it may be terminated
earlier by either party upon the occurrence of certain defaults by the other
party. Any termination of the collaboration resulting from a Pfizer default will
cause a termination of Pfizer's license rights. Pfizer will retain its license
rights if it terminates the agreement in response to a default by the Company.
In addition, between July 1 and September 30, 1998, Pfizer may terminate the
collaborative research agreement, with or without cause, effective March 31,
1999. Furthermore, between July 1 and September 30, 1999, Pfizer may terminate
the collaborative research agreement, with or without cause, effective March 31,
2000. Upon such early termination by Pfizer, Pfizer will retain its license
rights. The Company has granted Pfizer an exclusive, worldwide license to make,
use, and sell the therapeutic products resulting from this collaboration in
exchange for royalty payments. This license terminates on the date of the last
to expire of the Company's relevant patent rights.
On April 23, 1996, in connection with the formation of Anaderm Research Corp., a
Delaware Corporation ("Anaderm"), the Company entered into a Stockholders'
Agreement (the "Stockholders' Agreement") among the Company Pfizer, Anaderm, New
York University ("NYU") and certain NYU faculty members (the "Faculty Members"),
and a Collaborative Research Agreement (the "Research Agreement") among the
Company, Pfizer and Anaderm. Anaderm has issued common stock to Pfizer and the
Company and options to purchase common stock to NYU and the Faculty Members. If
NYU and the Faculty Members
9
<PAGE> 10
exercise their options fully, then Pfizer will hold 82%, the Company will hold
14%, and NYU and the Faculty Members collectively will hold 4%, of Anaderm's
common stock. In exchange for its 14% of the outstanding shares of Anaderm
common stock, the Company will provide formatting for high-throughput screens
and will conduct compound screening for 18 months at its own expense under the
Research Agreement. The term of the Research Agreement is three years. During
the initial phase of the agreement (the first 18 months) the Company is required
to provide at its own cost formatting for high throughput screens and perform
screening of its own compounds and those compounds provided by Pfizer. Upon the
termination of the initial phase, the Board of Directors of Anaderm will make a
determination as to whether the initial phase was successfully completed. If the
board determines that the initial phase was unsuccessful, the Research Agreement
will then terminate. If the Anaderm Board of Directors, with Pfizer's approval,
determines the initial phase was successful, then the funded phase will commence
and will continue for the term of the Research Agreement. During this phase,
Anaderm will make payments to the Company equal to its research costs, including
overhead, plus 10%. Anaderm or Pfizer will pay royalties to the Company on the
sales of products resulting from this collaboration.
Effective as of May 1, 1996, the Company entered into a Collaborative Research,
Development and Commercialization Agreement with BioChem Pharma (International)
Inc. ("BioChem Pharma"). Under this agreement, the parties will seek to discover
and develop antiviral drugs for the treatment of Hepatitis C virus and HIV,
although the focus of the collaborative efforts may change at the discretion of
a joint steering committee. This agreement provides that the Company and BioChem
Pharma will jointly commit resources to the collaborative program. The Company
and BioChem Pharma will share equally the commercialization rights in the U.S.
and Europe for any product resulting from the collaboration. BioChem Pharma will
exclusively own commercialization rights in Canada. The agreement is for a term
of five years, with automatic, successive one-year renewal periods thereafter.
After May 1, 1999, however, either party may terminate the agreement by giving
the other party six-months prior written notice. The agreement is also subject
to early termination in the event of certain defaults by either party.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED JUNE 30, 1996 AND 1995
REVENUES
Revenues for the three and nine months ended June 30, 1996 were approximately
$2.2 million and $7.0 million, respectively, a decrease of $1.6 million and $5.3
million or 43% in both periods, compared to revenues of $3.8 million and $12.3
million, respectively, reported for the three and nine months ended June 30,
1995. The decrease was due to lower sales of research products, which accounted
for approximately $1.2 million and $3.8 million, respectively, of the decrease
in revenues. The Company sold its Research Products Business for $6.0 million in
cash plus other considerations in August 1995, and accordingly there were no
significant sales of research products recorded after this date. In the sale
agreement, the Company agreed to indemnify the purchaser for a period of two
years for certain breaches of the agreement. Collaborative program revenue
decreased approximately $446,000 and $890,000 or 19% and 13%, respectively. This
was largely due to a reduction in revenue under the collaborative arrangement
with Hoechst Marion Roussel, Inc. (HMRI) as compared to the total revenue in the
prior year's periods from Marion Merrell Dow Inc. (MMDI), Hoechst Roussel
Pharmaceuticals, Inc. (Hoechst Roussel) and Hoechst AG ("Hoechst"). The balance
of the decrease represents changes in the timing and amount of grant awards. The
Company expects that grant revenue will be somewhat lower in the current fiscal
year.
EXPENSES
The Company's operating expenses decreased by approximately $792,000 and $3.2
million or 13% and 18%, respectively, for the three and nine months ended June
30, 1996, compared to the three and nine months ended June 30, 1995. Research
and development expenses increased approximately $110,000, or 3% for the three
month period and decreased $398,000 or 4% for the nine month period. The
increase in R&D for the three month period is directly related to amortization
expense on the newly acquired MYCOsearch assets partially offset by reductions
in expenses in the HMRI collaboration. The decrease in the nine month period is
due to reductions in expenses in the collaborations with HMRI and Becton
Dickinson and Company ("Becton") commensurate with the reduced funding in these
programs. This was offset in part by increased expenditures in the Company's
proprietary research programs. Production expenses and selling, general and
administrative expenses decreased approximately $829,000 and $2.6 million,
respectively. These reductions were directly related to expenses that were
associated with the Company's Research Products Business in the prior year's
periods. The reduction of approximately $73,000 and $220,000, respectively, of
amortization of intangibles is due to a portion of goodwill relating to the
Research Products Business, which was expensed when the business was sold in
1995.
OTHER INCOME AND EXPENSE
Net investment income increased approximately $479,000 and $792,000 or 189% and
113%, respectively, for the three and nine months ended June 30, 1996 compared
to the three and nine months ended June 30, 1995. This increase was largely due
to the increase in funds invested as a result of the proceeds from the sale of
the Research Products Business, the sale of stock to Ciba-
11
<PAGE> 12
Geigy, Ltd. ("Ciba") in April 1995, and the stock offerings, which were
completed in April 1996.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, working capital (representing primarily cash, cash equivalents
and short-term investments) aggregated approximately $51.5 million.
The Company has been, and will continue to be, dependent upon collaborative
research revenues, government research grants, interest income and cash balances
until products developed from its technology are commercially marketed. In April
1995, Ciba purchased 909,091 shares of the Company's common stock for an
aggregate purchase price of $5.0 million. In April 1996, the Company completed a
public offering of its common stock as well as the sale of 500,000 shares of
common stock to BioChem Pharma Inc. that provided total net proceeds of
approximately $30.3 million.
During 1995, the pharmaceutical operations of Hoechst, Hoechst Roussel and MMDI
were consolidated into HMRI. The Company is aware that HMRI is conducting a
review of all its research and development programs. The Company and HMRI have
jointly announced that they have entered into an agreement in principle to
continue their collaborative programs under one overall agreement through
December 31, 2000. In accordance with the agreement in principle, HMRI is
expected to provide up to $12.5 million in research funding over the term of
the renewal period. The Company will receive royalties on the sale of drugs
derived from the collaboration, if any. HMRI and the Company have not yet
executed a new definitive overall agreement.
Since its commencement in 1991 and until the second quarter of fiscal 1995, the
cancer diagnostics collaborative program with Becton has focused on both
serum-based and histochemical immunoassays. During the second quarter of fiscal
1995, Becton decided to focus exclusively on cellular cancer diagnostics,
including histochemical immunoassays. Becton has reduced its funding under this
program in fiscal 1996, and Becton has informed the Company that it will not
provide further funding for this program after its scheduled expiration date of
September 30, 1996. The Company is continuing the development of serum-based
cancer diagnostic products and is in negotiations with a possible new
collaborative partner in this area. However, there can be no assurance that the
development of these products will continue to be funded.
The Company's collaboration with Wyeth Ayerst Laboratories Division of American
Home Products Corporation ("Wyeth Ayerst") will be concluded on December 31,
1996 in accordance with their collaborative research agreement. Currently, the
Company receives approximately $1.6 million annually in research and
development funding from Wyeth Ayerst pursuant to this collaborative agreement.
To the extent Wyeth Ayerst commercializes any product derived from this
collaboration, it will pay certain royalties to the Company on sales of such
products if any.
The Company believes that with the funding from its collaborative research
programs, government research grants, interest income, and cash balances, the
Company's financial resources are adequate for its operations for the
foreseeable future. However, the Company's capital requirements may vary as a
result of a number of factors, including competitive and technological
developments, funds required for expansion of the Company's technology platform,
including possible joint ventures, collaborations, and acquisitions, the time
and expense required to obtain governmental approval of products, and any
potential indemnification payments to the purchaser of the Research Products
Business, some of which factors are beyond the Company's control. The Company
intends to substantially increase
12
<PAGE> 13
its expenditures and capital investment over the next several years to enhance
its drug discovery technologies, pursue internal proprietary drug discovery
programs, and to commit resources to new collaborative ventures, such as the new
programs with Anaderm and BioChem Pharma. In April 1996, the Company purchased
MYCOsearch, Inc., owner of a collection of fungi and actinomycetes, for
approximately $1.75 million in cash and $3.4 million in common stock and
warrants. There can be no assurance that scheduled payments will be made by
third parties, that current agreements will not be cancelled, that government
research grants will continue to be received at current levels or that
unanticipated events requiring the expenditure of funds will not occur. Further,
there can be no assurance that the Company will be able to obtain any additional
required funds, or, if such funds are available, that such funds will be
available on favorable terms. Failure to obtain additional funds when required
would have a material adverse effect on the company's business, financial
condition and result of operations.
FORWARD LOOKING STATEMENTS
A number of the matters and subject areas discussed in this Item 2 "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
are not historical or current facts deal with potential future circumstances and
developments. The discussion of such matters and subject areas is qualified by
the inherent risks and uncertainties surrounding future expectations generally,
and such discussion may materially differ from the Company's actual future
experience involving any one or more of such matters and subject areas. An
example of this is the discussion in the third paragraph of this Item 2
describing the Company's expectations with regard to renewal of its
collaborative research programs with HMRI. Factors that may arise in the future
that prevent the execution of a definitive overall agreement covering the
Company's collaborative programs with HMRI include possible technological
developments by competitors that render the compounds being pursued by HMRI and
the Company less commercially viable, shifts in strategic direction on the part
of HMRI that would de-emphasize the therapeutic areas or technologies in which
the Company is involved, and negative results in the Company's current
programs with HMRI. The forward looking statement described above, as well as
all other discussions contained herein that deal with potential future
circumstances and developments, are also subject generally to other risks and
uncertainties that are described from time to time in the Company's reports and
registration statements filed with the Securities and Exchange Commission.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
3.1 Certificate of Incorporation as Amended (1)
3.2 Bylaws, as Amended (1)
27 Financial Data Schedule
-------------
(1) Included as an exhibit to the Company's registration
statement on Form S-3 (File No 333-937) initially filed
on February 14, 1996, and incorporated herein by
reference.
(b) REPORTS ON FORM 8-K
The Company filed a Current Report on Form 8-K on April 26,
1996, and amended such report by filing a Form 8-K/A on May
10, 1996. The earliest event covered by such report occurred
on April 1, 1996. The items included in this report are
described in the Company's report on Form 10-Q for the quarter
ended March 31, 1996.
14
<PAGE> 15
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 thereunto duly authorized.
ONCOGENE SCIENCE, INC.
-----------------------------------------
(Registrant)
Date August 14, 1996 /s/ Gary E. Frashier
------------------- -----------------------------------------
Gary E. Frashier
President and
Chief Executive Officer
Date August 14, 1996 /s/ Robert L. Van Nostrand
------------------- -----------------------------------------
Robert L. Van Nostrand
Vice President
Finance & Administration
15
<PAGE> 16
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Certificate of Incorporation, as amended (1)
3.2 By-Laws, as amended (1)
27 Financial Data Schedule
------------------
(1) Included as an exhibit to the company's registration statement
on Form S-3 (File No. 333-937) initially filed on February 14,
1996, and incorporated herein by reference.
16
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0
0
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