UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended Commission File No.
June 30, 1998 0-15443
THERAGENICS CORPORATION
-----------------------
(Exact name of registrant as specified in its charter)
Delaware 58-1528626
----------- -------------
(State of incorporation) (I.R.S. Employer Identification Number)
5325 Oakbrook Parkway
Norcross, Georgia 30093
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 381-8338
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
As of August 6, 1998, the aggregate market value of the common stock of the
registrant held by non-affiliates of the registrant as determined by reference
to the closing price of Common Stock as reported on the New York Stock Exchange,
was $392,771,414. As of August 6, 1998 the number of shares of common stock,
$.01 par value, outstanding was 29,366,087.
<PAGE>
THERAGENICS CORPORATION
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION:
ITEM 1. FINANCIAL STATEMENTS Page No.
Balance Sheets - December 31, 1997 and June 30, 1998
(unaudited)................................................. 3
Statements of Earnings for the Three and Six Months Ended
June 30, 1997 and 1998 (unaudited).......................... 5
Statements of Cash Flows for the Three and Six Months Ended
June 30, 1997 and 1998 (unaudited).......................... 6
Statements of Changes in Stockholders' Equity for the Six
Months Ended June 30, 1998 (unaudited)...................... 8
Notes to Financial Statements............................... 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS......................... 11
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................ 15
SIGNATURE.............................................................. 16
<PAGE>
THERAGENICS CORPORATION
BALANCE SHEETS
DECEMBER 31, 1997 AND JUNE 30, 1998
<TABLE>
<CAPTION>
ASSETS
December 31, June 30,
1997 1998
------------- --------------
<S> <C> <C>
(Unaudited)
CURRENT ASSETS
Cash and short-term investments $30,161,614 $19,002,491
Marketable securities 8,391,807 8,141,807
Trade accounts receivable, less allowance
of $65,446 in 1997 and $69,536 at
June 30, 1998 2,925,390 3,407,253
Inventories 433,873 609,468
Refundable income taxes - 795,165
Deferred income tax asset - 110,000
Prepaid expenses and other current assets 160,620 405,785
------------ ------------
TOTAL CURRENT ASSETS 42,073,304 32,471,969
PROPERTY AND EQUIPMENT
Building 3,333,728 3,333,728
Leasehold improvements 138,978 138,978
Machinery and equipment 14,698,623 15,464,557
Office furniture and equipment 66,464 138,729
------------ ------------
18,237,793 19,075,992
Less accumulated depreciation and
amortization (4,695,669) (5,522,376)
------------ ------------
13,542,124 13,553,616
Land 525,754 525,754
Construction in progress 14,917,788 30,409,311
------------ ------------
TOTAL PROPERTY AND EQUIPMENT 28,985,666 44,488,681
OTHER ASSETS
Patent costs 71,836 67,410
Other 9,503 9,100
------------- --------------
TOTAL OTHER ASSETS 81,339 76,510
------------- --------------
TOTAL ASSETS $71,140,309 $77,037,160
============= ==============
</TABLE>
<PAGE>
THERAGENICS CORPORATION
BALANCE SHEETS
DECEMBER 31, 1997 AND JUNE 30, 1998
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31, June 30,
1997 1998
------------- -------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Trade accounts payable $1,435,154 $ 468,372
Accrued salaries, wages and payroll taxes 689,610 447,443
Income taxes payable 845,364 -
Other current liabilties 137,097 325,008
-------------- ------------
TOTAL CURRENT LIABILITIES 3,107,225 1,240,823
LONG-TERM LIABILITIES
Deferred income taxes 1,000,000 1,217,000
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 100,000,000
shares authorized; 29,075,682 and 29,259,087
issued and outstanding 290,756 292,591
Additional paid-in capital 55,594,988 56,505,421
Retained earnings 11,147,340 17,781,325
TOTAL STOCKHOLDERS' EQUITY 67,033,084 74,579,337
-------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $71,140,309 $77,037,160
============== =============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THERAGENICS CORPORATION
STATEMENTS OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------ ----------------- ------------------
1997 1998 1997 1998
------------------ ------------------ ----------------- ------------------
<S> <C> <C> <C> <C>
REVENUE
Product sales - affiliates $ - $8,673,404 $ - $16,913,389
Product sales - non affiliates 6,147,499 15,456 10,229,857 31,418
Licensing Fees 25,000 25,000 50,000 50,000
------------------ ------------------ ----------------- ------------------
6,172,499 8,713,860 10,279,857 16,994,807
COSTS AND EXPENSES
Cost of sales 1,559,340 2,414,351 2,704,701 4,602,786
Selling, general & administrative 1,390,978 1,306,961 2,576,106 2,644,488
Research & development 30,112 48,527 34,477 89,938
------------------ ------------------ ----------------- ------------------
2,980,430 3,769,839 5,315,284 7,337,212
OTHER INCOME (EXPENSE)
Interest income 381,488 316,924 394,719 767,636
Interest and financing costs (7,992) (7,549) (14,621) (23,653)
Other (45,676) (11,877) (36,081) (2,940)
------------------ ------------------ ----------------- ------------------
327,820 297,498 344,017 741,043
Earnings before income taxes 3,519,889 5,241,519 5,308,590 10,398,638
Income tax expense 1,337,558 1,908,090 2,017,264 3,764,653
------------------ ------------------ ----------------- ------------------
NET EARNINGS $2,182,331 $3,333,429 $3,291,326 $6,633,985
================== ================== ================= ==================
NET EARNINGS PER COMMON SHARE
(Note C)
Basic $0.08 $0.11 $0.13 $0.23
Diluted $0.07 $0.11 $0.12 $0.22
WEIGHTED AVERAGE SHARES
Basic 28,458,975 29,190,950 26,065,340 29,138,098
Diluted 29,459,065 30,479,196 27,110,884 30,466,123
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THERAGENICS CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1997 1998 1997 1998
---------------------------- -----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net earnings $2,182,332 $3,333,429 $3,291,326 $6,633,985
Adjustments to reconcile net earnings to net cash
provided by operating activities
Deferred income taxes 535,000 32,000 895,000 107,000
Depreciation and amortization 425,478 423,744 773,924 831,132
Changes in assets and liabilities:
Accounts receivable (1,639,921) 172,783 (2,125,652) (481,863)
Inventories (100,435) (60,802) (183,930) (175,595)
Refundable income taxes - (152,165) - (152,165)
Prepaid expenses and other current assets 4,687 (283,886) (61,808) (245,165)
Other assets - 152 - 404
Trade accounts payable 179,961 71,758 442,520 (966,782)
Accrued salaries, wages and payroll taxes 223,369 91,027 (73,102) (242,167)
Income taxes payable 662,558 (1,881,522) 732,126 (845,364)
Other current liabilities 59,021 28,778 173,102 187,911
----------- ----------- ----------- -----------
Total adjustments 349,718 (1,558,133) 572,180 (1,982,654)
----------- ----------- ----------- -----------
Net cash provided by operating activities 2,532,050 1,775,296 3,863,506 4,651,331
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and construction of property and
equipment (1,077,414) (7,402,301) (4,463,202) (16,329,722)
Maturities of marketable securities - 250,000 - 250,000
------------ ------------ ----------- ------------
Net cash used by investing activities (1,077,414) (7,152,301) (4,463,202) (16,079,722)
------------ ------------ ----------- ------------
</TABLE>
<PAGE>
THERAGENICS CORPORATION
STATEMENTS OF CASH FLOWS con't
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
<S> <C> <C> <C> <C>
Net repayments on revolving line of credit (5,626,267) - (3,458,436) -
Proceeds from exercise of stock options and warrants 1,500 178,391 348,051 269,268
Proceeds from issuance of common stock, net 37,155,201 - 37,017,298 -
Debt issue costs 50,889 - 48,759 -
----------------------------- -------------------------------
Net cash provided by financing activities 31,581,323 178,391 33,955,672 269,268
----------------------------- -------------------------------
NET INCREASE (DECREASE) IN CASH AND
SHORT-TERM INVESTMENTS 33,035,959 (5,198,614) 33,355,976 (11,159,123)
CASH AND SHORT-TERM INVESTMENTS AT
BEGINNING OF PERIOD 3,306,140 24,201,105 2,986,123 30,161,614
------------------------------ -------------------------------
CASH AND SHORT-TERM INVESTMENTS AT
END OF PERIOD $36,342,099 $19,002,491 $36,342,099 $19,002,491
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THERAGENICS CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Additional
Number of Par value paid-in Retained
shares $.01 capital earnings Total
--------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1997 14,537,841 $145,378 $55,740,366 $11,147,340 $67,033,084
Two-for-one stock split 14,537,841 145,378 (145,378) -
Exercise of stock options and warrants 183,405 1,835 267,433 269,268
Income tax benefit from stock
options exercised 643,000 643,000
Net earnings for the period 6,633,985 6,633,985
--------------- -------------- -------------- -------------- ---------------
BALANCE, June 30, 1998 29,259,087 $292,591 $56,505,421 $17,781,325 $74,579,337
=============== ============== ============== ============== ===============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
THERAGENICS CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The interim financial statements included herein have been prepared by the
Company without audit. These statements reflect all adjustments, which are, in
the opinion of management, necessary to present fairly the financial position as
of June 30, 1998, the results of operations and cash flows for the three and six
months ended June 30, 1997 and 1998 and the changes in stockholders' equity for
the six months ended June 30, 1998. All such adjustments are of a normal
recurring nature. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The Company believes that
the disclosures are adequate to make the information presented not misleading.
It is suggested that these financial statements and notes be read in conjunction
with the audited financial statements and notes for the year ended December 31,
1997, included in the Form 10-K filed by the Company.
NOTE B - CONSTRUCTION IN PROGRESS
The $30.4 million June 30, 1998 ending balance in this account primarily
represents progress payments on Theragenics' most recent capacity expansion
projects. The expansion projects, which are expected to cost approximately $60
million, include a manufacturing facility and four cyclotrons for the Phase I
project and six cyclotrons with supporting facilities and an administrative
facility for the Phase II expansion project. The manufacturing facility and one
cyclotron, representing approximately $16.8 million of construction in progress
at June 30, 1998, were placed in service in July 1998.
NOTE C - STOCK SPLIT
On March 16, 1998, the board of directors approved a two-for-one common stock
split, effected in the form of a 100% stock dividend, which was distributed on
April 15, 1998 to shareholders of record on March 31, 1998. The stock split has
been recognized by reclassifying $145,378, the par value of the additional
shares resulting from the split, from additional paid-in capital to common
stock. All references to shares outstanding and per share amounts have been
restated to reflect the stock split.
On June 12, 1998, the shareholders approved an increase in the number of
authorized common shares from 50,000,000 to 100,000,000.
<PAGE>
THERAGENICS CORPORATION
NOTES TO FINANCIAL STATEMENTS- Continued
JUNE 30, 1998
(Unaudited)
NOTE D - NEW ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities, in June 1998. SFAS 133 will be effective for the Company's
fiscal year beginning January 1, 2000. SFAS 133 requires that all derivatives be
carried in the balance sheet at their fair value. Changes in fair value of
derivatives will be either recorded in earnings currently or in other
comprehensive income, depending upon the intended use of the derivative.
Management does not currently expect the adoption of SFAS 133 to have a material
impact on the Company's results of operations or financial condition.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Revenues
Revenues for the quarter and six months ended June 30, 1998 increased
$2,541,000, or 41.2%, and $6,715,000, or 65.3%, respectively, over revenues from
the comparable periods of 1997. These increases were attributable to the
Company's ability to increase production volume of Theraseed(R), with additional
cyclotron and assembly capacity. Contributing to the increase in revenues was
increased patient awareness of the Theraseed(R) procedure.
Costs and expenses
Cost of sales
Cost of sales for the quarter and six months ended June 30, 1998 increased
$855,000, or 54.8% and $1,898,000, or 70.2%, respectively, over cost of sales
from the comparable periods of 1997. These increases are a result of the
increases in sales volumes over the 1997 periods. Cost of product sales as a
percentage of revenue increased during the quarter ended June 30, 1998 to 27.7%
from 25.3% during the second quarter of 1997. Cost of product sales as a
percentage of revenue also increased during the six months ended June 30, 1998,
to 27.1% from 26.3% during the comparable 1997 period. These increases were
attributable to an increase in the manufacturing fixed cost base as depreciation
and other fixed expenses associated with cyclotron number four were incurred
during the entire six months of 1998. The first quarter of 1997 included these
expenses for a portion of the period. During 1998, the Company has also
increased the number of employees and enhanced employee compensation and
benefits in an effort to continue to attract and retain qualified employees. The
Company will continue to strive to offer competitive compensation and benefits
in order to attract and retain qualified employees. Additionally, the second
quarter of 1998 included certain testing and start up expenses related to
cyclotron number five, for which final acceptance was not made until July 1998.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses for the second quarter of
1998 decreased $84,000, or 6.0% from the second quarter of 1997. SG&A expenses
were 15.0% and 22.5% of revenue for the quarters ended June 30, 1998 and 1997,
respectively. For the six months ended June 30, 1998, SG&A expenses increased
$68,000, or 2.6%, over the comparable period of 1997. SG&A expenses were 15.6%
and 25.1% of revenue for the six months ended June 30, 1998 and 1997,
respectively. The decrease in SG&A expenses as a percentage of revenue from 1997
to 1998 is primarily attributable to a reduction in selling expenses as a result
of the sales and marketing agreement with Indigo Medical, Inc. ("Indigo").
<PAGE>
Under this agreement, Indigo bears the cost of a substantial portion of the
selling and marketing efforts related to Theraseed(R).
Compensation and benefits (other than selling and marketing related) increased
$78,000 in the second quarter of 1998 over the second quarter of 1997, and
increased $224,000 during the six months ended June 30, 1998 over the comparable
1997 period. General office supplies and upgrades also increased during the
quarter and six months ended June 30, 1998 over the comparable 1997 periods.
These increases occurred as the Company continued to add employees and build
infrastructure to support its increasing operations. Professional fees increased
$15,000 during the second quarter of 1998 over the second quarter of 1997, and
increased $242,000 during the six months ended June 30, 1998 over the comparable
1997 period. These increases were primarily attributable to the ongoing legal
action initiated by the Company claiming trade secret misappropriation by a
small company founded by former employees. Additionally, proxy expenses
increased in the second quarter of 1998 over the second quarter of 1997 due to
the increased number of shareholders.
The increases in SG&A expenses noted in the preceding paragraph were offset
primarily by reductions in selling and marketing expenses due to the sales and
marketing agreement with Indigo, as mentioned above. The sales and marketing
agreement has been in effect for all of 1998, but was not in effect during the
first half of 1997. Selling and marketing related compensation and benefits
decreased by $68,000 during the second quarter of 1998 from the second quarter
of 1997 and decreased by $134,000 during the six months ended June 30, 1998 from
the comparable 1997 period. Printing, trade shows, advertising and public
relations decreased by $76,000 during the second quarter of 1998 from the second
quarter of 1997, and decreased $173,000 during the six months ended June 30,
1998 from the comparable 1997 period.
Similar reductions in selling and marketing related expenses in the third and
fourth quarter of 1998 over the comparable 1997 periods are not expected to
continue, as the sales and marketing agreement with Indigo became effective
during the third quarter of 1997.
Research and development
Research and development expenses increased by $18,000, or 59.8%, during the
quarter ended June 30, 1998 over the quarter ended June 30, 1997 and increased
by $55,000, or 159.5%, during the six months ended June 30, 1998 over the six
<PAGE>
months ended June 30, 1997. These increases were a result of efforts to improve
the Company's proprietary production processes. Management may choose to
accelerate efforts and investment in this area in the future when and if
appropriate opportunities arise.
Other income
Other income decreased by $30,000, or 9.2%, for the quarter ended June 30, 1998
from the quarter ended June 30, 1997. For the six months ended June 30, 1998,
other income increased $397,000, or 115.4%, over the six months ended June 30,
1997. The increase in the 1998 year to date period over 1997 is due to the
interest income generated from the investment of the proceeds of the Company's
secondary stock offering, which was completed in April 1997. These funds have
and will continue to be utilized for the Company's current and future expansion
programs. As these funds are utilized, management expects other income to return
to levels consistent with historical amounts.
Income tax expense
The effective income tax rates were 36.4% and 36.2% for the quarter and six
months ended June 30, 1998, respectively. The effective income tax rates for the
quarter and six months ended June 30, 1997 were 38.0% for each period. The
decrease in the effective income tax rates during the 1998 periods from the 1997
periods is due to tax exempt interest earned on invested cash during 1998.
Liquidity and Capital Resources
The Company had cash and short-term investments of $19.0 million at June 30,
1998, compared to $30.2 million on December 31, 1997, a decrease of $11.2
million. For the six months ended June 30, 1998, operating activities generated
$4.6 million in cash. This consisted of net earnings of $6.6 million plus
non-cash depreciation and amortization of $831,000 and deferred income taxes of
$107,000, reduced by an increase in receivables of $634,000, an increase in
inventories of $176,000, an increase in prepaid expenses and other current
assets of $245,000 and a decrease in accounts payable and accrued expenses of
$1.9 million.
During the six months ended June 30, 1998, investing activities utilized $16.1
million in cash. The Company utilized $16.3 million in cash for purchases and
construction of property and equipment. Progress payments on the Company's
current capacity expansion projects represented the significant portion of these
expenditures. Phase I of the project, which includes a manufacturing facility
and four cyclotrons, is expected to cost approximately $30.0 million and be
completed by the end of 1998. Spending on Phase I was approximately $23.9
million through June 30, 1998, of which $10.3 million was spent during the six
months ended June 30, 1998. The manufacturing facility and one of the
cyclotrons, representing approximately $16.8 million of construction in progress
at June 30, 1998, were placed in service during July 1998. This brings the
number of fully operational cyclotrons in service to five.
The Company also has expansion projects underway consisting of six additional
cyclotrons, supporting facilities and an administrative facility. The total cost
of these projects is expected to be approximately $30.0 million and to be
completed in various stages through 1999. Spending on these projects was
approximately $6.1 million through June 30, 1998 of which $5.1 million was spent
during the six months ended June 30, 1998.
Other investing activities during the six months ended June 30, 1998 included
$900,000 in spending on other capital expenditures, consisting primarily of
<PAGE>
machinery and equipment, and the maturity of a short-term bond investment, which
provided $250,000 in cash during the period.
Financing activities, consisting of the exercise of stock options and warrants,
provided $269,000 in cash during the six months ended June 30, 1998. This was a
significant decrease from the $34.0 million in cash provided from financing
activities during the six months ended June 30, 1997. The 1997 period included
net proceeds from the issuance of common stock of $37.0 million, proceeds from
the exercise of stock options and warrants of $350,000 and the repayment of a
$3.5 million line of credit.
Management believes that the Company's current cash balances, financing
arrangements and anticipated cash flows from operations are adequate to meet the
financing needs of the Company through 1998. In the event additional financing
becomes necessary, management may choose to raise those funds through other
forms of financing as appropriate.
This document contains certain forward looking information within the meaning of
the Private Securities Litigation Reform Act of 1995 including, without
limitation, statements regarding possible benefits associated with the alliance
with Indigo Medical, Inc., future costs of sales, SG&A expenses, expansion plans
and the sufficiency of the Company's liquidity and capital resources. From time
to time, the Company may also make other forward-looking statements relating to
such matters as well as anticipated financial performance, business prospects,
technological developments, research and development activities and similar
matters. These forward-looking statements are subject to certain risks,
uncertainties and other factors which could cause actual results to differ
materially from those anticipated, including risks associated with the
management of growth, government regulation of the therapeutic radiological
pharmaceutical and device business, dependence on health care professionals, and
competition from other products and methods of treating localized cancer.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders was held on June 12, 1998.
(b) M. Christine Jacobs and Orwin L. Carter, Ph.D. were reelected
to the board of directors and will each serve for a three year
term. Ms. Jacobs received 22,671,055 votes for her election
with 45,756 votes withholding authority. Mr. Carter received
22,669,315 votes for his election with 47,496 votes
withholding authority.
(c) The following matters were also voted upon at the meeting:
The Company's Employee Stock Purchase Plan was approved by a
vote of 22,280,317 shares for, 326,880 shares against and
109,614 shares abstaining, with no broker non-votes.
An amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of common stock from
50,000,000 to 100,000,000 was approved by a vote of 21,358,170
shares for, 1,266,470 shares against and 92,171 shares
abstaining, with no broker non-votes.
The appointment of Grant Thornton LLP as independent
accountants for the Company for the fiscal year ending December
31, 1998 was approved by a vote of 22,616,163 shares for,
32,967 shares against and 67,681 shares abstaining.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 3.1 - Certificate of Incorporation, as amended
through July 30, 1998.
(b) Exhibit 27 - Financial Data Schedule
(c) No reports on Form 8-K were filed during the quarter
ended June 30, 1998.
<PAGE>
SIGNATURE
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.
REGISTRANT:
THERAGENICS CORPORATION
By: /s/ M. Christine Jacobs
------------------------
M. Christine Jacobs
President
/s/ Bruce W. Smith
------------------
Bruce W. Smith
Treasurer and
Chief Financial Officer
Dated: August 14, 1998
<PAGE>
CERTIFICATE OF INCORPORATION
OF
NUCLEAR MEDICINE, INC.
I, the indersigned, in order to form a corporation for the
purposes hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is NUCLEAR MEDICINE, INC.
SECOND: The registered office of the corporation is to be
located at c/o The Prentice-Hall Corporation System, Inc., 209 South State
Street, in the City of Dover, County of Kent, address is The Prentice-Hall
Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of Delaware.
Without limiting the scope and generality of the foregoing,
the corporation may engage in the following activities:
To engage in research and development, production and marketing of
immunological products and reagents to be used in the diagnosis and treatment of
human and animal diseases.
To engage in the research and development of therapeutic and diagnostic
radiological pharmaceuticals and equipment and pharmaceutical products of all
types and descriptions.
To purchase, manufacture, produce, assemble, receive, lease or in any
manner acquire, hold, own, use, develop, operate, install, maintain, service,
repair, process, alter, improve, import, export, sell, lease, assign, transfer,
test and generally to trade and deal in and with raw materials, natural or
manufactured articles or products, machinery, equipment, devices, systems,
parts, supplies, apparatus, goods, wares, merchandise and personal property of
every kind, nature or description, tangible or intangible, used or capable of
being used for any purpose whatsoever; and to engage and participate in any
mercantile, manufacturing or trading business of any kind or character.
To improve, manage, develop, sell, assign, transfer, lease, mortgage,
pledge or otherwise dispose of or turn to account or deal with all or any part
of the property of the corporation and from time to time to vary any investment
or employment of capital of the corporation.
To borrow money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of all kinds, whether secured by
mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise; and generally to make and perform
agreements and contracts of every kind and description, including contracts of
guaranty or suretyship.
To lend money for its corporation purposes, invest and reinvest its
funds, and take, hold and deal in and with real and personal property as
security for the payment of funds so loaned or invested.
To the same extent as natural persons might or could do, to purchase or
otherwise acquire, and to hold, own, maintain, work, develop, sell, lease,
exchange, hire, convey, mortgage or otherwise dispose of and deal in lands and
leaseholds, and any interest, estate and rights in real property, and any
personal or mixed property, and any franchises, rights, licenses or privileges
necessary, convenient or appropriate for any of the purposes herein expressed.
To apply for, obtain, register, purchase, lease or otherwise to acquire
and to hold, own, use, develop, operate and introduce and to sell, assign, grant
licenses or territorial rights in respect to, or otherwise to turn to account or
dispose of, any copyrights, trade marks, trade names, brands, labels, patent
rights, letters patent of the United States or of any other country or
government, inventions, improvements and processes, whether used in connection
with or secured under letters patent or otherwise.
<PAGE>
To participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transaction, undertaking or arrangement which the participating corporation
would have power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others; and to be an
incorporator, promoter or manager of other corporations of any type or kind.
To pay pensions and establish and carry out pension, profit sharing,
stock option, stock purchase, stock bonus, retirement, benefit, incentive and
commission plans, trusts and provisions for any or all of its directors,
officers and employees, and for any or all of the directors, officers, and
employees of its subsidiaries; and to provide insurance for its benefit on the
life of any of its directors, officers or employees, or on the life of any
stockholder for the purpose of acquiring at his death shares of its stock owned
by such stockholders.
To acquire by purchase, subscription or otherwise, and to hold for
investment or otherwise and to use, sell, assign, transfer, mortgage, pledge or
otherwise deal with or dispose of stocks, bonds or any other obligations or
securities of any corporation or corporations; to merge or consolidate with any
corporation in such manner as may be permitted by law; to aid in any manner any
corporation whose stocks, bonds or other obligations are held or in any manner
guaranteed by this corporation, or in which this corporation is in any way
interested; and to do any other acts or things for the preservation, protection,
improvement or enhancement of the value of any such stock, bonds or other
obligations to exercise all the rights, powers and privileges of ownership
thereof, and to exercise any and all voting powers thereon; and to guarantee the
payment of dividends upon any stock, the principal or interest or both, of any
bonds or other obligations, and the performance of any contract.
To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers hereinbefore set forth, either alone or in
association with other corporations, firms, or individuals, and to do every
other act or acts, thing or things incidental or appurtenant to or growing out
of or connected with the aforesaid business or powers of any part or parts
thereof, provided that the same be not inconsistent with the laws under which
this corporation is organized.
The business or purpose of the corporation is from time to time to do
any one or more of the acts and things herein above set forth, and it shall have
power to conduct and carry on its said business, or any part thereof, and to
have one or more offices, and to exercise any or all of its corporate powers and
rights, in the State of Delaware, and in the various other states, territories,
colonies and dependencies of the United States, in the District of Columbia, and
in all or any foreign countries.
The enumeration herein of the objects and purposes of the corporation
shall be construed as powers as well as objects and purposes and shall not be
deemed to exclude by inference any powers, objects or purposes which the
corporation is empowered to exercise, whether expressly by force of the laws of
the State of Delaware now or hereafter in effect, or implied by the reasonable
construction of the said laws.
FOURTH: (a) The corporation shall be authorized to issue ten
million (10,000,000) shares all of which shares are Common stock with par value
at one cent ($0.01) per share.
(b) Except as otherwise required by Statute, the
holders of the Common Shares of the Corporation shall possess the exclusive
right to vote for the election of directors and for all other corporate purpose.
(c) Except as otherwise required by statute, the
designations and the powers, preferences and rights, and the qualifications or
restrictions thereof of any class or classes of stock or any series of any
class of stock of the corporation may be determined from tine to time by
resolution or resolutions of the Board of Directors.
<PAGE>
FIFTH: The name and address of the incorporator is as follows:
Name Address
---- --------
Susan M. Faiella c/o Phillips, Nizer, Benjamin
Krim & Ballon
40 West 57th Street
New York, New York 10019
SIXTH: The following provisions are inserted for the
management of the business and for the conduct of the affairs of the
corporation, and for further definition, limitation and regulation of the
powers of the corporation and of its directors and stockholders:
(1) The number of directors of the corporation shall be such
as from time to time shall be fixed by, or in the manner provided in, the
by-laws. Election of directors need be by ballot unless the by-laws so provide.
(2) The Board of Directors shall have power without the
assent or vote of the stockholders:
(a) To make, alter, amend, change, add to or
repeal the By-Laws of the corporation; to fix and vary the
amount to be reserved for any proper purpose; to authorize and
cause to be executed mortgages and liens upon all or any part
of the property of the corporation; to determine the
use and disposition of any surplus or net profits; and
to fix the times for the declaration and payment
of dividends.
(b) To determine from time to time whether, and to
what extent, and at what times and places, and under what
conditions the accounts and books of the corporation (other
than the stock ledger) or any of them, shall be open to the
inspection of the stockholders.
(3) The directors in their discretion may submit any
contract or act for approval or ratification at any annual meeting of the
stockholders or at any meeting of the stockholders called for the purpose of
considering any such act or contract, and any contract or act that shall be
approved or be ratified by the vote of the holders of a majority of the stock
of the corporation which is represented in person or by proxy at such
meeting and entitled to vote thereat (provided that a lawful
quorum of stockholders be there represented in person or by proxy) shall be as
valid and as binding upon the corporation and upon all the stockholders as
though it had been approved or ratified by every stockholder of the corporation,
whether or not the contract or act would otherwise be open to legal attack
because of directors' interest, or for any other reason.
(4) In addition to the powers and authorities hereinbefore or
by statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do such acts and things as may be exercised or done
by the corporation; subject, nevertheless, to the provisions of the statutes of
Delaware, of this certificate, and to any by-law from time to time made by the
stockholders; provided, however, that no by-laws so made shall invalidate any
prior act of the directors which would have been valid if such by-laws had not
been made.
SEVENTH: The corporation shall, to the full extent permitted
by Section 145 of the Delaware General Corporation Law, as amended, from time to
time, indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware, may, on the application in
a summary way of this corporation or of any creditors or stockholder thereof or
on the application of any receiver or receivers appointed for this corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
<PAGE>
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 Title 8 of the Delaware
Code order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths (3/4) in value of the creditors or class of creditors
, and/or of the stockholders or class of stockholders of this corporation, as
the case may be, agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
NINTH: The corporation reserves the right to amend, alter,
change or repeal any provision contained in this certificate of incorporation in
the manner now or hereafter prescribed by law, and all rights and powers
conferred herein on stockholders, directors and officers are subject to this
reserved power.
IN WITNESS WHEREOF, I have hereunto signed my name and affirm
that the statements made herein are true under the penalties of perjury, this
5th day of November, 1981.
|s| Susan M. Faiella
----------------
Susan M. Faiella
c/o Phillips, Nizer, Benjamin, Krim
& Ballon
40 West 57th Street
New York, New York 10019
<PAGE>
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
NUCLEAR MEDICINE, INC.
----------------------
(Pursuant to Section 242 of the
Delaware General Corporation Law)
It is hereby certified:
1. The Certificate of Incorporation of NUCLEAR MEDICINE, INC. (the
"Corporation") was filed by the Secretary of State of Delaware on November 6,
1981.
2. The following amendments to the Certificate of Incorporation of the
Corporation were duly adopted by the owners of at least a majority of the
outstanding stock of the Corporation entitled to vote therein pursuant to the
provisions of Section 228 and 242 of the Delaware General Corporation Law:
(1) Article FIRST of the Certificate of Incorporation of the
Corporation is hereby amended to change the name of the
Corporation to Theragenics Corporation as follows:
"FIRST: The name of the corporation is
Theragenics Corporation (hereinafter referred to
as the "Corporation")."
(2) Paragraph (a) of Article FOURTH of the
Certificate of Incorporation of the Corporation is hereby
amended to increase the authorized capital of the Corporation
as follows:
"FOURTH: (a) The Corporation shall be authorized to
issue fifty million (50,000,000) shares,
all of which are common shares with par value of
one cent ($.01) per share."
3. The Certificate of Incorporation of the Corporation, so
amended, shall remain the Certificate of Incorporation of the Corporation until
further changed or amended pursuant to the provisions of the Delaware General
Corporation Law.
IN WITNESS WHEREOF, the undersigned have hereunto signed their
names affirming that the statements made herein are true under the penalties of
perjury this 13th day of June, 1986.
ATTEST:
|s| Richard Moore |s| John L. Russell, Jr.
---------------- --------------------
Richard Moore, John L. Russell, Jr.,
Secretary President
<PAGE>
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
THERAGENICS CORPORATION
(Pursuant to Section 242 of the
Delaware General Corporation Law)
It is hereby certified:
1. The Certificate of Incorporation of THERAGENICS CORPORATION (the
"Corporation") was filed by the Secretary of State of Delaware on November 6,
1981.
2. The certificate of Incorporation of the Corporation was amended by
amendment filed by the Secretary of State of Delaware on June 16, 1986.
3. The following additional amendment to the Certificate of
Incorporation of the Corporation was duly adopted by the owners of at least a
majority of the outstanding stock of the Corporation entitled to vote thereon at
a special meeting of stockholders of the Corporation pursuant to the provisions
of Section 242 of the Delaware General Corporation Law:
Article FOURTH of the Certificate of Incorporation of
the Corporation is hereby amended to add Paragraph
(d) effecting a 2 for 3 reverse stock split of the
common shares of the Corporation as follows: (d) The
6,141,565 shares of common stock of the Corporation,
$.01 par value per share, either issued and
outstanding or held by the Corporation as treasury
stock, as of June 25, 1986 shall be and are hereby
automatically reclassified and changed (without any
further act) into 4,094,377 fully-paid and
nonassessable shares of the common stock of the
corporation, $.01 par value per share, without
increasing or decreasing the amount of stated capital
or paid-in surplus of the Corporation, provided that
no fractional shares shall be issued. The fractional
share interests that occur as a result of the
foregoing reclassification and change shall be
rounded to the nearest number of whole shares. The
total authorized capital of the Corporation shall
remain 50,000,000 shares of Common Stock, $.01 par
value per share.
4. The Certificate of Incorporation of the Corporation, as amended to
date, shall remain the Certificate of Incorporation of the Corporation until
further changed or amended pursuant to the provisions of the Delaware General
Corporation law.
IN WITNESS WHEREOF, the undersigned has hereto signed their names
affirming that the statements made herein are true under the penalties of
perjury this 17 day of July, 1986.
ATTEST:
|s| Richard A. Moore, |s| John L. Russell, Jr.
------------------- -----------------------
Richard A. Moore, John L. Russell, Jr.,
Secretary President
<PAGE>
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
THERAGENICS CORPORATION
-----------------------
(Pursuant to Section 242 of the Delaware General Corporation Law)
It is hereby certified:
FIRST: The Certificate of Incorporation of Theragenics Corporation (the
"Corporation") was filed by the Secretary of State of Delaware on November 6,
1981 under the name Nuclear Medicine, Inc. An amendment was filed on June 16,
1986 changing the name of the corporation to Theragenics Corporation. A further
amendment was filed on July 24, 1986.
SECOND: the Certificate of Incorporation of the Corporation is hereby
amended by striking out article Seventh thereof and by substituting in lieu of
said article the following article:
SEVENTH: I. Elimination of Certain Liability of Directors. A director
of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.
II. Indemnification and Insurance.
------------------------------
(a) Right to Indemnification.
------------------------------
(i) Each person who was or is made a party or is threatened to be made
a party to or is involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that
he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as
the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in
subparagraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the board of directors of the Corporation.
(ii) The right indemnification conferred in this Paragraph
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the
<PAGE>
Delaware General Corporation Law requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the
final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or
officers, to repay all amounts so advanced if it shall ultimately be
determined in accordance with subparagraph (a) (iii) that such director
or officer is not entitled to be indemnified under this Paragraph or
otherwise. The Corporation may, by action of its Board of Directors,
provide indemnification to employees and agents of the Corporation with
the same scope and effect as the foregoing indemnification of directors
and officers.
(iii) Any indemnification of a director of the Corporation
under Subparagraph (a) (i) hereof (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director is proper in the
circumstances because he has met the applicable standard of conduct set
forth in the Delaware General Corporation Law. Any indemnification of
an officer, employee or agent of the Corporation under subparagraph (a)
(i) hereof (unless ordered by a court) shall be made by the Corporation
upon a determination that indemnification of the officer, employee or
agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law.
Any such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of Directors which were not
parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested
Directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders.
(b) Right of Claimant to Bring Suit.
--------------------------------
If a claim under subparagraph (a) of this Paragraph is not paid in full
by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to
enforce a claim for expense incurred in defending any proceeding in
advance of its final disposition where the required undertaking, if any
is required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General Corporation Law,
nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not
met the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification
----------------------------
and the payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this Paragraph shall not
be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
<PAGE>
(d) Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware
General Corporation Law.
THIRD: This amendment to the Certificate of Incorporation of the
Corporation was authorized by unanimous written consent of the Board of
Directors followed by a vote of a majority of the outstanding stock of the
Corporation entitled to vote thereon at the annual meeting of the
stockholders of the Corporation in accordance with the provisions
of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment of the Certificate of Incorporation affirming that the statements
herein contained are true and correct under the penalties of perjury this 1st
day of June, 1987.
ATTEST:
|s| Richard Moore |s| John L. Russell
-------------- -----------------------
Richard Moore, Secretary John L. Russell, President
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THERAGENICS CORPORATION
Theragenics Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of the Company, declaring such amendment advisable,
and proposing consideration thereof at the annual meeting of the stockholders of
the company. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the
Corporation be amended by adding a new Article TENTH which shall read
in its entirety as follows: TENTH: the directors of the Corporation
shall be divided into three classes. The initial term of the office of
those directors designated as Class I, Class II, and Class III
directors shall expire at the annual meeting of stockholders held in
1993, 1994, and 1995 respectively. At each meeting, beginning with the
1993 annual meeting, directors shall be chosen for a full three-year
term to succeed those whose term expires at such meeting. The number of
directors which shall constitute the entire board of directors
initially shall be five, with two directors designated as class I
directors, one as a Class II director, and two as Class III directors.
The board of directors may by resolution increase the size of the board
of directors; however, the size of the Board may not be increased by
more than one director during any twelve-month period. Newly created
director positions shall be allocated so as to keep the numbers in each
class as nearly equal as possible.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, an
annual meeting of stockholders of the company was duly called and held, upon
notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statute were voted on favor of the amendment. THIRD: That the aforesaid
amendment was duly adopted in accordance with the applicable provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Theragenics Corporation has caused this
certificate to be signed by John V. Herndon, its Chairman of the Board, and
attested by Bruce W. Smith, its Secretary, this 23rd day of September 1992.
THERAGENICS CORPORATION
By: |s| John V. Herndon
-------------------------
Chairman of the Board
ATTEST:
By: |s| Bruce W. Smith
------------------
Secretary
<PAGE>
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
THERAGENICS CORPORATION
THERAGENICS CORPORATION, a corporation organized and existing under and
by virtue of the general Corporation Law of the State of Delaware, does hereby
certify:
FIRST: That at a meeting of the Board of Directors of
Theragenics Corporation, a resolution was duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of Theragenics
Corporation, declaring said amendment to be advisable, and declaring
that approval of said amendment be considered at the next Annual
Meeting of Stockholders.
SECOND: The Board of Directors at said meeting of the Board of
Directors resolved that Article Fourth of the Certificate of
Incorporation of Theragenics Corporation should be amended by deleting
paragraph (a) of Article FOURTH in its entirety and by substituting in
lieu thereof the following:
"FOURTH: (a) The Corporation shall be authorized to issue One
Hundred Million (100,000,000) shares, all of which are common shares
with par value of one cent ($.01) per share."
THIRD: That thereafter, pursuant to resolution of its Board of
Directors, and upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware, a meeting was held at
which meeting the necessary number of shares as required by statute
were voted in favor of said amendment.
FOURTH: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, Theragenics Corporation has caused this
Certificate to be signed by Bruce W. Smith, its Secretary, Treasurer
and Chief Financial Officer, and attested by, Ronald A. Warren, its
Director of Investor Relations and Assistant Secretary, this 29th day
of July, 1998.
THERAGENICS CORPORATION
By: |s| Bruce W. Smith
-------------------
Name: Bruce W. Smith
Title: Secretary, Treasurer & CFO
Attested:
By: |s| Ronald A. Warren
---------------------
Name: Ronald A. Warren
Title: Director of Investor Relations
& Assistant Secretary
<TABLE> <S> <C>
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<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> $19,002,491
<SECURITIES> 8,141,807
<RECEIVABLES> 3,407,253
<ALLOWANCES> 69,536
<INVENTORY> 609,468
<CURRENT-ASSETS> 32,471,969
<PP&E> 44,488,681
<DEPRECIATION> 5,522,376
<TOTAL-ASSETS> 77,037,160
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0
0
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<TOTAL-REVENUES> 50,000
<CGS> 4,602,786
<TOTAL-COSTS> 7,337,212
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