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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 0-19591
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NOTIFICATION OF LATE FILING
(Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify Item(s) to which the notification relates: ____________________________
________________________________________________________________________________
PART I. REGISTRANT INFORMATION
Full name of registrant Cytel Corporation
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Former name if applicable
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Address of principal executive office (STREET AND NUMBER)
9393 Towne Centre Drive
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City, State and Zip Code San Diego, CA 92121
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PART II. RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
1.
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[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
On March 29, 1999, the Company received the results from the Phase
II/III clinical trial of its lead adhesion inhibitor compound Cylexin, for
prevention of reperfusion injury in infants who undergo cardiopulmonary bypass.
The Company would not have sufficient time to analyze and provide adequate
disclosure of such results in its Annual Report on Form 10-K by March 31, 1999
without expending unreasonable effort and expense.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Virgil Thompson, Chief Executive Officer (619) 552-3000
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(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Sections 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
SEE ATTACHED [ X ] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
2.
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Cytel Corporation
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 29, 1999 /S/ Virgil Thompson
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Name: Virgil Thompson
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Title: Chief Executive Officer
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PART IV. QUESTION (3)
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The Company anticipates that the earnings statement to be reported in the Form
10-K will contain significant changes from its results of operations between the
fiscal years ended December 31, 1998 and 1997. Total revenues decreased to $3.7
million in fiscal 1998 from $5.0 million in fiscal 1997. The net loss for fiscal
1998 was $18.3 million ($3.83 per share) as compared to a net loss of $14.4
million ($3.92 per share) in fiscal 1997. An explanation of these changes in
annual results is set forth in the Company's press release dated February 5,
1999, announcing fiscal 1998 results, which is attached hereto as an exhibit and
incorporated by reference herein.
3.
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INDEX TO EXHIBIT
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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1 Press Release dated February 5, 1999
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4.
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EXHIBIT 1
CYTEL CORPORATION ANNOUNCES 1998 FINANCIAL RESULTS
SAN DIEGO--(BW HealthWire)--Feb. 5, 1999--Cytel Corporation (NASDAQ: CYTL) today
announced financial results for the fourth quarter and year ended December 31,
1998.
For the three month period ended December 31, 1998, Cytel reported a net loss of
$4.6 million, or $0.92 per share, on revenues of $0.9 million. This compares
with a net loss of $4.0 million, or $1.04 per share, on revenues of $1.2 million
in the fourth quarter of 1997. Cytel reported revenues for the year ended
December 31, 1998 of $3.7 million and a net loss of $18.4 million, or $3.83 per
share. These results compare with revenues of $5.1 million and a net loss of
$14.4 million, or $3.92 per share, for the same period in 1997.
Research and development revenue for the fourth quarter of 1998 includes a
payment from Baxter Healthcare Corporation's Nextran unit upon exercise of an
option to enter into a second exclusive supply agreement with the Company.
As of December 31, 1998, Cytel had consolidated cash, cash equivalents,
restricted cash, and short-term investment of $12.3 million and 4,987,453 shares
of common stock outstanding.
Cytel, Excluding Its Subsidiary, Epimmune Inc.
Cytel's non-Epimmune business includes Cylexin(tm), a novel carbohydrate
therapeutic currently in advanced clinical development, other cell adhesion
inhibitors for treatment of acute and chronic inflammtion, and the Glytec(tm)
carbohydrate manufacturing business. Cytel's ongoing Phase II/III clinical trial
of Cylexin for preventing reperfusion injury in infants is currently being
conducted at 11 of the leading pediatric centers in the United States and
Canada, including the Children's Hospitals in Boston, Los Angeles, Philadelphia
and Cincinnati. "Results from an open label Phase II study conducted at
Children's Hospital, Boston in babies undergoing cardiopulmonary bypass during
open heart surgery showed that Cylexin was well tolerated and that it improved
postoperative recovery", said Virgil Thompson, CEO of Cytel. "Based on these
results, we began our clinical trials program to support registration of
Cylexin", he added. "Cytel anticipates announcing results from the ongoing study
by the end of the first quarter 1999."
Excluding, Epimmune, as of January 31, 1999, Cytel had $1.4 million of cash
available to fund its operations, and will need to raise substantial additional
funds soon to continue its current operations and to conduct clinical trials and
other clinical development activities. Cytel has signed a letter of intent
involving the license of its proprietary carbohydrate synthesis and
manufacturing technology for exclusive use in a limited field. Cytel received a
$0.5 million upfront payment at the time the letter of intent was signed and
would be entitled to receive an additional $3.5 million upon completion of the
proposed transaction.
"We believe Cytel has a strong asset base, with Cylexin in clinical registration
studies, an 87% equity ownership of Epimmune, and carbohydrate manufacturing
technology", said Virgil Thompson. "We have made the strategic decision to
further focus our non-Epimmune business on development of Cylexin, and we are
therefore actively pursuing discussions with multiple parties concerning the
sale of some or all of our Glytec carbohydrate synthesis and manufacturing
assets."
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Epimmune
Epimmune Inc., established in October 1997, is a majority-owned (87%) subsidiary
of Cytel Corporation, operating under separate management and financing.
Epimmune is developing novel vaccines which stimulate the body's immune system
to treat and prevent infectious diseases and cancer. In collaboration with G.D.
Searle & Co., a wholly-owned subsidiary of Monsanto Co., Epimmune is developing
immune stimulating products for the treatment of cancer. Independently,
Epimmune's product targets include prophylactic vaccines for hepatitis C, HIV
and malaria and therapeutic vaccines for hepatitis B, hepatitis C and HIV.
For the year ended December 31, 1998, Epimmune reported a net loss of $3.2
million (net of minority interest of $0.4 million) on revenues of $1.7 million.
As of December 31, 1998, Epimmune had $11.1 million in cash, cash equivalents,
restricted cash and short-term investments.
Epimmune's cash position is sufficient to fund operations for at least the next
two years.
"Epimmune had a very successful first year," said Deborah Schueren, President of
Epimmune. "We established a cancer collaboration with G.D. Searle, potentially
worth more than $100 million plus royalties. We successfully recruited key
management, established collaborations with a number of leading investigators
and furthered our preclinical development of EpiGene(tm) vaccines for hepatitis
C, hepatitis B, HIV and malaria."
This press release includes forward-looking statements that reflect management's
current views of future events. Actual results may differ materially from the
above forward-looking statements due to a number of important factors. With
regard to the proposed transaction under the letter of intent described above,
the closing of the transaction is subject to satisfaction of a number of
conditions, including the negotiation and signature of definitive agreements,
completion of a due diligence review and the absence of changes in the parties'
businesses that would have a material adverse effect on the proposed
transaction. If any of these conditions are not satisfied, the transaction may
not be completed and Cytel would not receive the payment described above. Other
factors that may have an effect on actual results include, without limitation:
the risk that Cytel may not be able to obtain additional funding through equity
or debt financing, the sale or license of certain of its technologies or other
assets or collaborative research and development relationships with corporate
partners on favorable terms, if at all; the risk that, if additional funds are
not available, Cytel will be required to delay, scale back or eliminate one or
more of its drug discovery or development programs; obtain funds through
arrangements with collaborative partners or others that may require the Company
to relinquish rights to or sell certain of its technologies, product candidates
or products that the Company would not otherwise relinquish or sell; sell itself
or certain of its technologies or other assets to a third party, cease
operations or declare bankruptcy; the risks associated with successfully
negotiating and completing definitive agreements for any sale or license of
certain of its technologies or other assets or collaborative research and
development relationships with corporate partners; and the risks, timing and
costs associated with conducting human clinical trials and the regulatory
approval process. These factors and other risk factors are more fully discussed
in Cytel's most recent Forms 10-K and 10-Q and other documents filed with the
Securities and Exchange Commission.
- -see the following table-
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Cytel Corporation
Condensed Consolidated Statements of Operations
(in thousands)
Three months ended Dec. 31, Twelve months ended Dec. 31,
1998 1997 1998 1997
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Revenues:
Research
and
development $ 542 $ 678 $ 1,929 $ 3,428
Research
grants and
other income 404 492 1,768 1,623
Total revenues 946 1,170 3,697 5,051
Operating expenses:
Research and
development 4,260 4,232 18,352 16,537
General and
administrative 1,338 1,158 4,835 3,735
Total expenses 5,598 5,390 23,187 20,272
Minority interest
in net loss of
consolidated
subsidiary (1) 160 -- 441 --
Interest income,
net (86) 210 666 825
Net loss $ (4,578) $ (4,010) $(18,383) $(14,396)
Net loss
per share
(Basic and
Diluted) $ (0.92) $ (1.04) $ (3.83) $ (3.92)
Average common
shares
outstanding
(Basic and
Diluted) 4,987 3,861 4,802 3,668
3.
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Condensed Consolidated Balance Sheets
(in thousands)
December 31, December 31,
1998 1997
Assets
Current assets:
Cash, cash equivalents and
short-term investments $ 12,283 $ 17,803
Other current assets 1,658 1,687
Total current assets 13,941 19,490
Property and equipment, net 2,879 1,704
Other assets 7,363 6,953
Total assets $ 24,183 $ 28,147
Liabilities and stockholders' equity
Current liabilities $ 3,715 $ 1,711
Other liabilities 1,606 2,044
Minority interest in consolidated
subsidiary (1) 1,735 --
Stockholders' equity 17,127 24,392
Total liabilities and stockholders'
equity $ 24,183 $ 28,147
(1) The minority interest calculation is based on G.D. Searle's actual ownership
percentage in Epimmune of 13.4%. The calculation does not include the potential
additional ownership interest that would result from the conversion of G. D.
Searle's investment in Cytel's preferred stock which is convertible into
Epimmune common stock.
CONTACT:
Cytel Corporation
Robert L. Roe, M.D.,619/552-3000
or
Mentus Inc.
Linda Seaton, 619/455-5500, ext. 133
or
Kelly Leggio, 619/455-5500, ext. 129
or
Timothy Scott, 619/455-5500, ext. 132
4.
