<PAGE> 1
=========================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------------
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 APRIL 29, 2000
--------------------------------------------
[ ] 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
-------------------------------------------
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 May 26, 2000 was:
Class A Common Stock, $.01 par value............... 24,930,217
Class B Common Stock, $1.00 par value................... 117.7
=========================================================
<PAGE> 2
BIOPURE CORPORATION
INDEX TO FORM 10-Q
PAGE
Part I - Financial Information:
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
April 29, 2000 and October 31, 1999 1
Condensed Consolidated Statements of Operations for the
quarters ended April 29, 2000 and May 1, 1999 and
for the six months ended April 29, 2000 and May 1, 1999 2
Condensed Consolidated Statements of Cash Flows
for the six months ended April 29, 2000 and May 1, 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 4 - Submission of Matters to a Vote of Security Holders 12
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibit Index
<PAGE> 3
FORM 10-Q
PART I
ITEM 1
PAGE 1
BIOPURE CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
Assets: APRIL 29, 2000 OCTOBER 31, 1999
-------------- ----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 100,848 $ 30,778
Accounts receivable, net 439 321
Inventories, net 2,588 3,182
Current portion of restricted cash 3,508 3,508
Other current assets 711 488
--------- ---------
Total current assets 108,094 38,277
Property, plant and equipment, net 25,620 27,447
Investment in affiliate 101 101
Other assets 441 405
--------- ---------
Total assets $ 134,256 $ 66,230
========= =========
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable $ 975 $ 741
Accrued expenses 10,971 9,664
--------- ---------
Total current liabilities 11,946 10,405
Deferred compensation 1,751 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, 24,930,217 shares
outstanding at April 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 370,172 282,054
Contributed capital 24,574 24,574
Notes receivable (1,994) (2,463)
Accumulated deficit (272,442) (250,351)
--------- ---------
Total stockholders' equity 120,559 54,037
--------- ---------
Total liabilities and stockholders'
equity $ 134,256 $ 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 SIX MONTHS ENDED
--------------------------- ---------------------------
APRIL 29, MAY 1, APRIL 29, MAY 1,
--------- -------- --------- --------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Oxyglobin $ 710 $ 810 $ 1,304 $ 1,481
Other -- 2 3 64
-------- -------- -------- --------
Total revenues 710 812 1,307 1,545
Cost of revenues 1,102 1,549 2,291 3,229
-------- -------- -------- --------
Gross profit (loss) (392) (737) (984) (1,684)
Operating expenses:
Research and development 8,143 5,588 16,402 9,871
Sales and marketing 569 783 1,148 1,512
General and administrative 1,736 1,322 4,848 2,414
-------- -------- -------- --------
Total operating expenses 10,448 7,693 22,398 13,797
-------- -------- -------- --------
Loss from operations (10,840) (8,430) (23,382) (15,481)
Other income 933 52 1,291 259
-------- -------- -------- --------
Net loss $ (9,907) $ (8,378) $(22,091) $(15,222)
======== ======== ======== ========
Historical:
Basic net loss
per common share $ (0.42) $ (0.67) $ (0.96) $ (1.23)
Weighted average shares used in
computing basic net loss
per common share* 23,580 12,422 22,938 12,333
Pro forma:
Pro forma basic net loss
per common share $ (0.42) $ (0.79)
Weighted average shares used in
computing pro forma basic net
loss per common share 19,741 19,250
</TABLE>
See accompanying notes.
*Actual shares outstanding at April 29, 2000 were 24,930.
<PAGE> 5
FORM 10-Q
PART I
ITEM 1
PAGE 3
BIOPURE CORPORATION
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------------------
APRIL 29, 2000 MAY 1, 1999
-------------- -----------
<S> <C> <C>
Operating activities:
Net loss $ (22,091) $ (15,222)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 2,049 1,937
Equity compensation 1,820 42
Deferred compensation (37) 2
Accrued interest on stockholders' notes receivable (86) (91)
Accounts receivable (118) (259)
Inventories 594 (1,493)
Other current assets (223) (50)
Accounts payable 234 (971)
Accrued expenses 1,307 1,223
--------- ---------
Net cash used in operating activities (16,551) (14,882)
Investing activities:
Purchase of property, plant and equipment (222) (1,361)
Other assets (36) 81
--------- ---------
Net cash used in investing activities (258) (1,280)
Financing activities:
Net proceeds from sale of common stock 83,739 --
Net proceeds from sale of preferred stock -- 25,552
Payment of long-term debt -- (1,000)
Repurchase of common stock -- (1,000)
Payment of notes receivable from shareholders 556 --
Proceeds from exercise of options and warrants 472 88
Proceeds from exercise of non lapse restricted stock 2,112 --
--------- ---------
Net cash provided by financing activities 86,879 23,640
--------- ---------
Net increase in cash and cash equivalents 70,070 7,478
Cash and cash equivalents at beginning of period 30,778 6,063
--------- ---------
Cash and cash equivalents at end of period $ 100,848 $ 13,541
========= =========
</TABLE>
See accompanying notes.
<PAGE> 6
FORM 10-Q
PART I
ITEM 1
PAGE 4
BIOPURE CORPORATION
Notes to Condensed Consolidated Financial Statements
April 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 six months
periods ended April 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
April 29, 2000
(Unaudited)
(Continued)
The following table sets forth the computation of basic and pro forma loss per
share for the three and six months ended April 29, 2000 and May 1, 1999 (in
thousands, except per share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------- ------------------------
APRIL 29, MAY 1, APRIL 29, MAY 1,
--------- -------- ---------- --------
2000 1999 2000 1999
-------- -------- ---------- --------
<S> <C> <C> <C> <C>
Historical:
Net loss applicable
to common stockholders $ (9,907) $ (8,378) $ (22,091) $(15,222)
======== ======== ========== ========
Weighted-average number of
common shares outstanding 23,580 12,422 22,938 12,333
======== ======== ========== ========
Basic net loss
per common share $ (0.42) $ (0.67) $ (0.96) $ (1.23)
======== ======== ========== ========
Pro forma:
Weighted-average number of
common shares:
Historical outstanding 12,422 12,333
Issued upon conversion
of preferred stock 7,319 6,917
-------- --------
Total weighted-average number
of common shares used in
computing pro forma basic net
loss per common share 19,741 19,250
======== ========
Pro forma basic net loss
per common share $ (0.42) $ (0.79)
======== ========
</TABLE>
<PAGE> 8
FORM 10-Q
PART I
ITEM 1
PAGE 6
BIOPURE CORPORATION
Notes to Condensed Consolidated Financial Statements
April 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:
APRIL 29, 2000 OCTOBER 31, 1999
-------------- ----------------
In thousands
Raw materials ..................... $ 1,030 $ 690
Work-in-process ................... 479 134
Finished goods .................... 1,079 2,358
----------- ---------
$ 2,588 $ 3,182
=========== =========
4. ACCRUED EXPENSES
Accrued expenses consisted of the following:
APRIL 29, 2000 OCTOBER 31, 1999
-------------- ----------------
In thousands
Settlement $ 3,508 $ 3,508
Phase III clinical trial .......... 5,372 2,925
Public Offerings .................. 493 619
Other ............................. 1,598 2,612
----------- ---------
$ 10,971 $ 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, $131,000 and
$1,820,000 was charged to non-cash compensation expense for the
quarter ended and the six months ended April 29, 2000, respectively.
<PAGE> 9
FORM 10-Q
PART I
ITEM 1
PAGE 7
BIOPURE CORPORATION
Notes to Condensed Consolidated Financial Statements
April 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 relating to the current period
compensation charge and the second would be 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 April 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
April 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 APRIL 29, 2000 COMPARED TO THREE MONTHS ENDED MAY 1, 1999
Total revenues decreased 12.6% to $710,000 in the second quarter of fiscal 2000
from $812,000 in the second quarter of fiscal 1999. The reduction in revenues is
due to a sales promotion in the second quarter of 1999 that was not repeated in
the second quarter of 2000. Revenues in the second quarter of fiscal 2000
consisted of Oxyglobin (veterinary product) sales.
Cost of revenues decreased 28.9% to $1,102,000 in the second quarter of fiscal
2000 from $1,549,000 in the second quarter of fiscal 1999. This decline is due
to lower unit sales than the second quarter of fiscal 1999 and less
manufacturing spending.
Research and development expenses increased 45.7% to $8,143,000 in the second
quarter of fiscal 2000 from $5,588,000 in the second quarter 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 27.3% to $569,000 in the second quarter
of fiscal 2000 from $783,000 in the second quarter of fiscal 1999. This decrease
was primarily attributable to selling expenses associated with a sales promotion
in the second quarter of 1999 that was not repeated in the second quarter of
fiscal 2000. Marketing and distribution expenses were also lower than the same
period last year.
General & administrative expenses increased 31.3% to $1,736,000 in the second
quarter of fiscal 2000 from $1,322,000 in the second quarter of fiscal 1999. The
increase is partially due to non-cash compensation expense for stock options
issued to certain directors in August 1999. We are required to account for the
fair market value of these options per FAS 123, amortized over the vesting
period, and revalued each quarter based on the closing stock price. For the
second quarter of fiscal 2000, we charged $131,000 to compensation expense
versus no comparable charge for the same period last year. Increased spending in
public and investor relations, salaries and insurance also contributed to the
increase in expenses.
Total other income was $933,000 in the second quarter of fiscal 2000 compared to
$52,000 in the second 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
$83,769,000. As a result of the increase in cash, we earned $950,000 in interest
during the second quarter of fiscal 2000, versus $189,000 during the second
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
April 29, 2000
(Continued)
Basic net loss per common share for the current quarter was $0.42, compared with
a basic net loss per common share of $0.67 and a pro forma basic net loss per
common share of $0.42 for the same period in 1999.
SIX MONTHS ENDED APRIL 29, 2000 COMPARED TO SIX MONTHS ENDED MAY 1, 1999
Total revenues decreased 15.4% to $1,307,000 in the first six months of fiscal
2000 from $1,545,000 in the first six months of fiscal 1999. The first six
months of fiscal 1999 included the national launch of Oxyglobin and sales
promotions that were not repeated in the first six months of fiscal 2000.
Revenues in the first six months of fiscal 2000 consisted primarily of Oxyglobin
(veterinary product) sales.
Cost of revenues decreased 29.1% to $2,291,000 in the first six months of fiscal
2000 from $3,229,000 in the first six months of fiscal 1999. This decline is due
to lower unit sales than the first six months of fiscal 1999 and less
manufacturing spending.
Research and development expenses increased 66.2% to $16,402,000 in the first
six months of fiscal 2000 from $9,871,000 in the first six 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 24.1% to $1,148,000 in the first six
months of fiscal 2000 from $1,512,000 in the first six months of fiscal 1999.
This decrease was primarily attributable to expenses of normal operations in the
first six months of fiscal 2000 versus expenses associated with the national
launch of Oxyglobin and related sales promotions in the first six months of
1999. Selling, marketing and distribution expenses were also lower than the same
period last year.
General & administrative expenses increased 100.8% to $4,848,000 in the first
six months of fiscal 2000 from $2,414,000 in the first six 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 six months
of fiscal 2000, we charged $1,820,000 to compensation expense versus no
comparable charge for the same period last year. Increased spending in public
and investor relations, salaries and insurance also contributed to the increase
in expenses.
Total other income was $1,291,000 in the first six months of fiscal 2000
compared to $259,000 in the first six months of fiscal 1999. As a result of the
increase in cash from the follow-on offering, we earned $1,324,000 in interest
during the first six months of fiscal 2000, versus $362,000 during the first six
months of fiscal 1999.
Basic net loss per common share for the first six months of fiscal 2000 was
$0.96, compared with a basic net loss per common share of $1.23 and a pro forma
basic net loss per common share of $0.79 for the same period in 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
April 29, 2000
(Continued)
LIQUIDITY AND CAPITAL RESOURCES
At April 29, 2000, we had current assets of $108,094,000, consisting primarily
of $100,848,000 in cash and cash equivalents and $2,588,000 in net inventory.
Cash included the net proceeds of $83,769,000 from our follow-on offering. At
April 29, 2000, current liabilities were $11,946,000.
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
$272,442,000 as of April 29, 2000. We will continue to generate losses from
operations for the foreseeable future. We will explore opportunities to raise
capital through sales of equity and debt securities, potential partnerships,
bank borrowings or leasing arrangements.
We believe our current cash, cash equivalents and short-term investments should
be sufficient to meet our projected operating requirements through fiscal 2001,
including the anticipated completion of our pivotal Phase III trial. 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 I
ITEM 3
PAGE 11
BIOPURE CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
April 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.
<PAGE> 14
FORM 10-Q
PART II
ITEM 1-6
PAGE 12
BIOPURE CORPORATION
Part II - Other Information
April 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 47,814 shares of Class A Common Stock and options to
purchase 16,666 shares of Class A Common Stock were exercised in the second
quarter of fiscal 2000 for aggregate proceeds to the Corporation of $220,138.40.
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. The Corporation relied on the SEC Rule 701 and Section
4(2) of the Securities Act of 1933 in issuing shares upon the exercise of
options.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Corporation held its 2000 Annual Meeting on April 5, 2000.
(b) Paul A. Looney and C. Everett Koop, M.D. were elected as
directors at the meeting. The other directors whose terms of
office continued after the meeting are Daniel P. Harrington,
David N. Judelson, Stephen A. Kaplan, Carl W. Rausch and Charles
A. Sanders, M.D.
(c) The election of directors was the only matter voted upon at the
meeting. The shares voted were:
FOR WITHHELD
C. Everett Koop, M.D. 18,009,810 263,484
Paul A. Looney 18,215,098 58,196
There were no broker held nonvoted shares represented at the meeting.
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: June 13, 2000 By: /s/ Carl W. Rausch
-------------------
CARL W. RAUSCH
Chairman of the Board
Chief Executive Officer
Date: June 13, 2000 By: /s/ Francis H. Murphy
----------------------
FRANCIS H. MURPHY
Chief Financial Officer
<PAGE> 16
EXHIBIT INDEX
NUMBER DESCRIPTION
10.28 Underwriting Agreement dated March 13, 2000
27.1 Financial Data Schedule for the six months ended April 29, 2000
27.2 Financial Data Schedule for the three months ended April 29, 2000
