<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the quarterly period ended JULY 29, 2000
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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 001-15167
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BIOPURE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2836871
(State of Incorporation) (IRS Employer Identification Number)
11 Hurley Street, Cambridge, Massachusetts 02141
(Address of principal executive offices) (Zip Code)
(617) 234-6500
(Registrant's telephone number)
----------------------------------------
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 _
The number of shares outstanding of each of the issuer's classes of common stock
as of August 25, 2000 was:
Class A Common Stock, $.01 par value............... 24,936,031
Class B Common Stock, $1.00 par value.............. 117.7
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<PAGE> 2
BIOPURE CORPORATION
INDEX TO FORM 10-Q
Page
----
Part I - Financial Information:
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
July 29, 2000 and October 31, 1999 1
Condensed Consolidated Statements of Operations
for the quarters ended July 29, 2000 and July 31, 1999 and
for the nine months ended July 29, 2000 and July 31, 1999 2
Condensed Consolidated Statements of Cash Flows
for the nine months ended July 29, 2000 and July 31, 1999 3
Notes to Condensed Consolidated Financial
Statements 4-7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
Item 3 - Quantitative and Qualitative Disclosure of Market Risk 11
Part II - Other Information:
Item 1 - Legal Proceedings 12
Item 2 - Changes in Securities and Use of Proceeds 12
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibit Index
<PAGE> 3
FORM 10-Q
PART 1
ITEM 1
PAGE 1
BIOPURE CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
Assets: July 29, 2000 October 31, 1999
------------- ----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 95,616 $ 30,778
Accounts receivable, net 381 321
Inventories, net 3,089 3,182
Current portion of restricted cash 3,508 3,508
Other current assets 555 488
--------- ---------
Total current assets 103,149 38,277
Property, plant and equipment, net 24,398 27,447
Investment in affiliate 101 101
Other assets 232 405
--------- ---------
Total assets $ 127,880 $ 66,230
========= =========
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable $ 1,160 $ 741
Accrued expenses 11,557 9,664
--------- ---------
Total current liabilities 12,717 10,405
Deferred compensation 1,768 1,788
Stockholders' equity:
Convertible preferred stock, $0.01 par value,
30,000,000 shares authorized, no shares outstanding - -
Common stock:
Class A, $0.01 par value, 100,000,000 shares
authorized, 24,936,031 shares
outstanding at July 29, 2000 and 22,280,867
at October 31, 1999 249 223
Class B, $1.00 par value, 179 shares
authorized, 117.7 shares outstanding - -
Capital in excess of par value 370,230 282,054
Contributed capital 24,574 24,574
Notes receivable (2,025) (2,463)
Accumulated deficit (279,633) (250,351)
--------- ---------
Total stockholders' equity 113,395 54,037
--------- ---------
Total liabilities and stockholders'
equity $ 127,880 $ 66,230
========= =========
</TABLE>
Note: The balance sheet at October 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
<PAGE> 4
FORM 10-Q
PART I
ITEM 1
PAGE 2
BIOPURE CORPORATION
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------- --------------------
July 29, July 31, July 29, July 31,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Oxyglobin $ 836 $ 641 $ 2,140 $ 2,122
Other - - 3 64
-------- -------- -------- --------
Total revenues 836 641 2,143 2,186
Cost of revenues 1,215 1,741 3,506 4,970
-------- -------- -------- --------
Gross profit (loss) (379) (1,100) (1,363) (2,784)
Operating expenses:
Research and development 6,229 7,449 22,631 17,320
Sales and marketing 617 724 1,765 2,236
General and administrative 1,529 1,158 6,377 3,572
-------- -------- -------- --------
Total operating expenses 8,375 9,331 30,773 23,128
-------- -------- -------- --------
Loss from operations (8,754) (10,431) (32,136) (25,912)
Other income 1,563 88 2,854 347
-------- -------- -------- --------
Net loss (7,191) (10,343) (29,282) (25,565)
Stock dividends on preferred stock - (17,915) - (17,915)
-------- -------- -------- --------
Net loss applicable to
common stockholders $ (7,191) $(28,258) $(29,282) $(43,480)
======== ======== ======== ========
Historical:
Basic net loss
per common share $ (0.29) $ (2.29) $ (1.24) $ (3.53)
Weighted average shares used in
computing basic net loss
per common share* 24,933 12,328 23,605 12,331
Pro forma:
Pro forma basic net loss
per common share $ (1.38) $ (2.21)
Weighted average shares used in
computing pro forma basic net
loss per common share 20,496 19,669
</TABLE>
See accompanying notes.
*Actual shares outstanding at July 29, 2000 were 24,936.
<PAGE> 5
FORM 10-Q
PART I
ITEM 1
PAGE 3
BIOPURE CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------
July 29, 2000 July 31, 1999
------------- -------------
<S> <C> <C>
Operating activities:
Net loss $(29,282) $(25,565)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 3,108 2,927
Disposition of obsolete fixed assets 331 -
Equity compensation 1,785 67
Deferred compensation (20) (138)
Accrued interest on stockholders' notes receivable (118) (137)
Accounts receivable (60) (47)
Inventories 93 (1,298)
Other current assets (67) (339)
Accounts payable 419 (832)
Accrued expenses 1,893 767
-------- --------
Net cash used in operating activities (21,918) (24,595)
Investing activities:
Purchase of property, plant and equipment (390) (1,652)
Other assets 173 442
-------- --------
Net cash used in investing activities (217) (1,210)
Financing activities:
Net proceeds from sale of common stock 83,745 -
Net proceeds from sale of preferred stock - 30,149
Payment of long-term debt - (1,500)
Repurchase of common stock - (1,000)
Payment of notes receivable from shareholders 556 -
Proceeds from exercise of options and warrants 560 88
Proceeds from exercise of non lapse restricted stock 2,112 -
-------- --------
Net cash provided by financing activities 86,973 27,737
-------- --------
Net increase in cash and cash equivalents 64,838 1,932
Cash and cash equivalents at beginning of period 30,778 6,063
-------- --------
Cash and cash equivalents at end of period $ 95,616 $ 7,995
======== ========
</TABLE>
See accompanying notes.
<PAGE> 6
FORM 10-Q
PART I
ITEM 1
PAGE 4
BIOPURE CORPORATION
Notes to Condensed Consolidated Financial Statements
July 29, 2000
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and pursuant to the rules and regulations
of the Securities and Exchange Commission (SEC). Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have
been included. Operating results for the three and nine month periods
ended July 29, 2000 are not necessarily indicative of the results that may
be expected for the year ended October 31, 2000.
For further information, refer to the consolidated financial statements and
footnotes thereto for the year ended October 31, 1999, included in the
Company's Annual Report on Form 10-K for the year ended October 31, 1999.
2. NET LOSS PER SHARE
Historical basic net loss per share is computed based on the
weighted-average number of common shares outstanding during the period.
Diluted net loss per share is computed based upon the weighted-average
number of common shares outstanding during the year, adjusted for the
dilutive effect of shares issuable upon the conversion of preferred stock
outstanding and the exercise of common stock options and warrants
determined based upon the average market price of common stock for the
period. Diluted net loss per share is not presented in the accompanying
condensed consolidated financial statements because the Company had losses
for all periods presented.
The pro forma basic net loss per common share is computed using the
weighted-average number of outstanding common shares assuming conversion of
all convertible preferred shares into common shares at date of original
issuance.
<PAGE> 7
FORM 10-Q
PART I
ITEM 1
PAGE 5
BIOPURE CORPORATION
Notes to Condensed Consolidated Financial Statements
July 29, 2000
(Unaudited)
(Continued)
The following table sets forth the computation of basic and pro forma loss per
share for the three and nine months ended July 29, 2000 and July 31, 1999 (in
thousands, except per share data):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------- ----------------------
July 29, July 31, July 29, July 31,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Historical:
Net loss $ (7,191) $(10,343) $(29,282) $(25,565)
Stock dividends on
preferred stock - (17,915) - (17,915)
-------- -------- -------- --------
Net loss applicable to
common stockholders $ (7,191) $(28,258) $(29,282) $(43,480)
======== ======== ======== ========
Weighted-average number of
common shares outstanding 24,933 12,328 23,605 12,331
======== ======== ======== ========
Basic net loss
per common share $ (0.29) $ (2.29) $ (1.24) $ (3.53)
======== ======== ======== ========
Pro forma:
Weighted-average number of common shares:
Historical outstanding 12,328 12,331
Issued upon conversion
of preferred stock 8,168 7,338
-------- --------
Total weighted-average number
of common shares used in
computing pro forma basic net
loss per common share 20,496 19,669
======== ========
Pro forma basic net loss
per common share $ (1.38) $ (2.21)
======== ========
</TABLE>
<PAGE> 8
FORM 10-Q
PART I
ITEM 1
PAGE 6
BIOPURE CORPORATION
Notes to Condensed Consolidated Financial Statements
July 29, 2000
(Unaudited)
(Continued)
3. INVENTORIES
Inventories are valued at the lower of cost (determined using the first-in,
first-out method) or market. Inventories were as follows:
July 29, 2000 October 31, 1999
------------- ----------------
In thousands
Raw materials ...................... $1,031 $ 690
Work-in-process .................... 770 134
Finished goods ..................... 1,288 2,358
------ ------
$3,089 $3,182
====== ======
4. ACCRUED EXPENSES
Accrued expenses consisted of the following:
July 29, 2000 October 31, 1999
------------- ----------------
In thousands
Settlement ............................ $ 3,508 $3,508
Phase III clinical trial .............. 5,834 2,925
Public Offering ....................... - 619
Other ................................. 2,215 2,612
------- ------
$11,557 $9,664
======= ======
5. STOCK OPTION COMPENSATION
In August 1999, Biopure granted 386,680 options to two directors which,
under the Interpretation of APB 25, are assumed to be for services in
addition to board activities and must be accounted for at fair value. The
Company records compensation expense based on the service period which
ranges from two to four years adjusted for the fair value of the stock
until the options have been earned as discussed below. In November 1999,
Biopure granted 25,000 warrants to three consultants, which must be
accounted for at fair value. With respect to these 411,680 options and
warrants, $(34,000) and $1,786,000 were charged to non-cash compensation
expense for the quarter ended and the nine months ended July 29, 2000,
respectively.
<PAGE> 9
FORM 10-Q
PART I
ITEM 1
PAGE 7
BIOPURE CORPORATION
Notes to Condensed Consolidated Financial Statements
July 29, 2000
(Unaudited)
(Continued)
Because the options and warrants are assumed to be earned over the vesting
period, the final value of the options and warrants (i.e. the compensation
expense), will not be determined until the vesting is complete. Therefore,
at each time interval (i.e. quarterly), the options and warrants must be
marked to fair value (based on a valuation model such as the Black Scholes
option pricing model). Compensation expense based on fair value will
continue to be amortized to general and administrative expense on a
straight-line basis over the vesting period. However, the amount charged to
expense will be increased or decreased at each point in time based on the
then current fair value of the Company's stock.
Therefore, during each time interval the Company will be required to record
two amounts, the first, the current period compensation charge, and the
second, a cumulative catch-up adjustment for the period based on the fair
value of the options at the end of that period.
6. LITIGATION
The Company is a party to litigation initially filed in 1990 arising from
certain joint venture agreements for development and distribution of
product in Central and South America. Summary judgments were entered
against the two plaintiffs in 1994. The plaintiffs each appealed the
judgments; one of the appeals was voluntarily dismissed. The other appeal
was denied in part and remanded to the trial court for further findings
based on lack of jurisdiction. On February 23, 2000, the United States
District Court for the District of Massachusetts reaffirmed entry of final
judgment in favor of Biopure and found on the jurisdiction issue that there
is no reason to delay the appeal. The plaintiff has filed an appeal of this
decision. In connection with the summary judgments, the Company agreed to a
settlement with a third-party intervenor with claims against one of the
plaintiffs. Final payment of the settlement is subject to the outcome of
the pending appeal; however, the Company has provided for such settlement
in the accompanying financial statements. At July 29, 2000, the Company had
$3,508,000 in escrow in connection with this settlement and included this
amount in current portion of restricted cash. The settlement amount has
been recorded as a current obligation.
<PAGE> 10
FORM 10-Q
PART I
ITEM 2
PAGE 8
BIOPURE CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
July 29, 2000
Except for historical information contained herein, some matters discussed in
this report constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Actual results could differ materially from
those projected in the forward-looking statements as a result of the risk
factors set forth in this report and in the Company's Registration Statement as
amended (Form S-1, Registration No. 333-30382). In light of the substantial
risks and uncertainties inherent in all future projections, the inclusion of
forward-looking statements in this report should not be regarded as
representations by the Company that the objectives or plans of the Company will
be achieved. Many factors could cause the Company's actual results, performance
or achievements to differ materially from those in the forward-looking
statements. Reference is made in particular to the discussions set forth below
in this Report under "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and set forth in the Registration
Statement as amended (Form S-1, Registration No. 333-30382) under the captions
"Risk Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
RESULTS OF OPERATIONS
THREE MONTHS ENDED JULY 29, 2000 COMPARED TO THREE MONTHS ENDED JULY 31, 1999
Total revenues increased 30.4 % to $836,000 in the third quarter of fiscal 2000
from $641,000 in the third quarter of fiscal 1999. The increase in revenues is
due to an increase in the number of units sold.
Cost of revenues decreased 30.2% to $1,215,000 in the third quarter of fiscal
2000 from $1,741,000 in the third quarter of fiscal 1999. This decline is due to
improved production yields and increased production volumes, lowering the cost
per unit of product.
Research and development expenses decreased 16.4% to $6,229,000 in the third
quarter of fiscal 2000 from $7,449,000 in the third quarter of fiscal 1999. This
decrease was primarily due to the expenses associated with the pivotal Phase III
clinical trial activities for Hemopure.
Sales and marketing expenses decreased 14.8% to $617,000 in the third quarter of
fiscal 2000 from $724,000 in the third quarter of fiscal 1999. This decrease was
primarily attributable to a reduction in sales promotion and advertising
expenses for Oxyglobin versus the same period last year.
General and administrative expenses increased 32.0% to $1,529,000 in the third
quarter of fiscal 2000 from $1,158,000 in the third quarter of fiscal 1999. This
increase is primarily due to an expansion of business development, marketing and
medical education activities for Hemopure.
Other income was $1,563,000 in the third quarter of fiscal 2000 compared to
$88,000 in the third quarter of fiscal 1999. Net proceeds from our follow-on
offering of 2,565,000 shares of Class A Common Stock, in March 2000, were
$83,775,000. As a result of the increase in cash, we earned $1,580,000 in
interest during the third quarter of fiscal 2000, versus $202,000 during the
third quarter of fiscal 1999.
<PAGE> 11
FORM 10-Q
PART I
ITEM 2
PAGE 9
BIOPURE CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
July 29, 2000
(Continued)
Basic net loss per common share for the current quarter was $0.29, compared with
a basic net loss per common share of $2.29 and a pro forma basic net loss per
common share of $1.38 for the same period in 1999. For the three months ended
July 31, 1999, the basic and the pro forma net loss per common share include a
one-time charge of $1.45 and $0.87, respectively, related to $17,915,000 million
in common stock dividends issued to preferred stockholders at the time of our
initial public offering (August 1999). All per share amounts for 1999 have been
reported pro forma to reflect the increased amount of common stock outstanding
resulting from preferred stock conversions at the time of the initial public
offering in 1999.
NINE MONTHS ENDED JULY 29, 2000 COMPARED TO NINE MONTHS ENDED JULY 31, 1999
Total revenues decreased 2.0% to $2,143,000 in the first nine months of fiscal
2000 from $2,186,000 in the first nine months of fiscal 1999. The first nine
months of fiscal 1999 included the national launch of Oxyglobin and sales
promotions that were not repeated in the first nine months of fiscal 2000.
Revenues in the first nine months of fiscal 2000 consisted primarily of
Oxyglobin (veterinary product) sales.
Cost of revenues decreased 29.5% to $3,506,000 in the first nine months of
fiscal 2000 from $4,970,000 in the first nine months of fiscal 1999. This
decline is due to improved production yields and lower manufacturing spending,
lowering the cost per unit of product.
Research and development expenses increased 30.7% to $22,631,000 in the first
nine months of fiscal 2000 from $17,320,000 in the first nine months of fiscal
1999. This increase was primarily due to the expenses associated with the
pivotal Phase III clinical trial activities for Hemopure.
Sales and marketing expenses decreased 21.1% to $1,765,000 in the first nine
months of fiscal 2000 from $2,236,000 in the first nine months of fiscal 1999.
This decrease was primarily attributable to expenses of normal operations in the
first nine months of fiscal 2000 versus expenses associated with the national
launch of Oxyglobin and related sales promotions in the first nine months of
1999.
General and administrative expenses increased 78.5% to $6,377,000 in the first
nine months of fiscal 2000 from $3,572,000 in the first nine months of fiscal
1999. The increase is primarily due to non-cash compensation expense for stock
options and warrants issued to certain consultants and directors in August and
November 1999. We are required to account for the fair market value of these
options and warrants, per FAS 123, amortized over the vesting period, and
revalued each quarter based on the closing stock price. For the first nine
months of fiscal 2000, we charged $1,786,000 to compensation expense versus no
comparable charge for the same period last year. The remainder of the increase
is primarily due to an expansion of business development, marketing and medical
education activities for Hemopure.
Other income was $2,854,000 in the first nine months of fiscal 2000 compared to
$347,000 in the first nine months of fiscal 1999. As a result of the increase in
cash from a public offering of common stock in March 2000, we earned $2,904,000
in interest during the first nine months of fiscal 2000, versus $564,000 during
the first nine months of fiscal 1999.
<PAGE> 12
FORM 10-Q
PART I
ITEM 2
PAGE 10
BIOPURE CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
July 29, 2000
(Continued)
Basic net loss per common share for the first nine months of fiscal 2000 was
$1.24, compared with a basic net loss per common share of $3.53 and a pro forma
basic net loss per common share of $2.21 for the same period in 1999. For the
nine months ended July 31, 1999, the basic and the pro forma net loss per common
share include a one-time charge of $1.45 and $0.91, respectively, related to
$17,915,000 in common stock dividends issued to preferred stockholders at the
time of our initial public offering (August 1999). All per share amounts for
1999 have been reported pro forma to reflect the increased amount of common
stock outstanding resulting from preferred stock conversions at the time of the
initial public offering.
LIQUIDITY AND CAPITAL RESOURCES
At July 29, 2000, we had current assets of $103,149,000, consisting primarily of
$95,616,000 in cash and cash equivalents and $3,089,000 in net inventory. Cash
included the net proceeds of $83,775,000 from a public offering of common stock
in March 2000. At July 29, 2000, current liabilities were $12,717,000.
We have financed operations from inception primarily through sales of equity
securities, development and license agreement payments, interest income and
debt.
Our primary investment objective is preservation of principal, and we currently
invest in high-grade commercial paper.
We have not been profitable since inception and had an accumulated deficit of
$279,633,000 as of July 29, 2000. We will continue to generate losses from
operations for the foreseeable future.
We believe our current cash, cash equivalents and short-term investments will be
sufficient to meet our projected operating requirements through fiscal 2001. Our
cash requirements may vary significantly from current projections.
As of October 31, 1999, we had net operating loss carryforwards of approximately
$161,000,000 to offset future federal and state taxable income through 2019. Due
to the degree of uncertainty related to the ultimate realization of such prior
losses, no benefit has been recognized in our financial statements as of October
31, 1999. Utilization of such losses in future years may be limited under the
change of stock ownership rules of the Internal Revenue Service.
YEAR 2000 COMPUTER SYSTEMS COMPLIANCE
All of our computer hardware and software has been upgraded for Year 2000
compliance. All of our key vendors have provided assurance that they are Year
2000 compliant. While there were no Year 2000 related problems at the transition
in the Year 2000, we are maintaining our contingency plans in the event any
problems arise in the future.
<PAGE> 13
FORM 10-Q
PART 1
ITEM 3
PAGE 11
BIOPURE CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
July 29, 2000
(Continued)
QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
The Company currently does not have any foreign currency exchange risks with the
exception of negligible exchange fluctuations associated with expenses for
clinical trial and regulatory activities outside of the United States. The
Company invests its cash and cash equivalents in high-grade commercial paper and
money market funds. These investments are subject to the risk of a decline in
interest rates.
<PAGE> 14
FORM 10-Q
PART II
ITEM 1-6
PAGE 12
BIOPURE CORPORATION
Part II - Other Information
July 29, 2000
ITEM 1 - LEGAL PROCEEDINGS
Reference is made to Item 103 in the Corporation's Annual Report on Form 10-K.
On February 23, 2000, the Court reaffirmed entry of final judgment in favor of
Biopure and found that there is no reason to delay the plaintiff's appeal. The
plaintiff has filed an appeal of this decision.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
Warrants to purchase 3,148 shares of Class A Common Stock were exercised in the
third quarter of fiscal 2000 for aggregate proceeds to the Corporation of
$37,776. The Corporation relied on Section 4(2) of the Securities Act of 1933
and Regulation D under the Securities Act of 1933 in issuing shares upon the
exercise of warrants.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits are listed in the accompanying Exhibit Index.
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
<PAGE> 15
FORM 10-Q
PART II
PAGE 13
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.
BIOPURE CORPORATION
Date: September 12, 2000 By: /s/ Carl W. Rausch
------------------------
CARL W. RAUSCH
Chairman of the Board
Chief Executive Officer
Date: September 12, 2000 By: /s/ Francis H. Murphy
------------------------
FRANCIS H. MURPHY
Chief Financial Officer
<PAGE> 16
EXHIBIT INDEX
Number Description
------ -----------
27.1 Financial Data Schedule for the nine months ended
July 29, 2000
27.2 Financial Data Schedule for the three months ended
July 29, 2000