<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
-------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 31, 2000
Bio-Plexus, Inc.
(Exact Name of Registrant as Specified in Charter)
Connecticut 0-24128 06-1211921
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
129 Reservoir Road, Vernon, CT 06066
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (860) 870-6112
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events
Bio-Plexus, Inc. (the "Company") reports that it has released its
financial results for the year ended December 31, 1999. The press release
related to such results is Exhibit 99.1 to this filing, and is incorporated
herein by reference.
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 hereunto duly authorized.
BIO-PLEXUS, INC.
By: /s/ Carl R. Sahi
------------------------------
Name: Carl R. Sahi
Title: President and Chief
Executive Officer
Date: March 31, 2000
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Press Release related to financial results for the year
ended December 31, 1999.
</TABLE>
<PAGE> 1
Exhibit 99.1
FOR IMMEDIATE RELEASE
COMPANY CONTACT: CAROL COBURN
860.870.6112 extension 317
[email protected]
BIO-PLEXUS ANNOUNCES 1999 RESULTS
Vernon, CT - March 31 - Bio-Plexus, Inc. today reported financial results for
the year ended December 31, 1999.
The Company reported that 1999 was highlighted by an increase in the sales of
safety medical devices by $1,813,000 or 50% over the prior year. 1999 was also a
landmark year for Bio-Plexus, as the importance of healthcare worker safety was
heightened with legislative action at the state and federal levels, and with
federal OSHA's issuance of a compliance directive mandating the use of safety
needles in healthcare facilities nationwide.
Total revenues for the year ended 1999 were $7,024,000 as compared to $9,307,000
in the prior year. The Company incurred a net loss for the year of $5,233,000 or
$0.39 per share on 13,540,922 shares compared with a net loss of $2,960,000 or
$0.24 per share on 12,263,870 shares for 1998.
By business segment, revenues from the sales of safety medical products grew to
$5,449,000 in 1999 from $3,636,000 in 1998, an increase of $1,813,000 or 50%
over the prior year. Additionally, gross margin for safety medical products was
$2,289,000 in 1999 as compared to $435,000 in the prior year, an increase of
$1,854,000 due to lower manufacturing costs associated with its blood collection
needle product line.
Revenues from joint venture design and development arrangements decreased by
$4,096,000, and this segment's gross margins decreased by $1,655,000 from 1998
to 1999 due to the completion of the I.V. catheter development project and the
PICC introducer project. "It is important to note that Johnson & Johnson and
Teleflex -- market leaders in each of these product categories --chose to
license PUNCTUR-GUARD technology," said Carl Sahi, president and chief executive
officer. "It is also important to note that Bio-Plexus' role in the development
phases of these projects is complete and the royalty phases will begin with the
launch of these products," he added.
<PAGE> 2
Contributing to the overall net loss for the year were financing expenses of
$2,367,000, of which $1,721,000 was non-cash expenses associated with various
financing transactions entered into by the Company. These charges represent the
amortization of warrants issued in connection with the convertible debenture
financing and the bridge loan financing during 1999.
"The increase in sales of medical devices represents the shift in the market
toward safety," Sahi continued. "In addition, we are pleased with the strides
that we have made in 1999 to reduce manufacturing costs, thereby resulting in
increased gross margin. We will continue our efforts to increase sales and
marketing, develop additional applications for our technology, and decrease
manufacturing costs. PUNCTUR-GUARD technology will continue to be introduced
into the market in 2000 through both strategic partnerships and through new
product launches and will position Bio-Plexus to capitalize on this
unprecedented market opportunity," Sahi concluded.
Bio-Plexus, Inc. (NASDAQ: BPLX), designs, develops, manufactures and holds U.S.
and international patents on safety medical needles and other products under the
PUNCTUR-GUARD(R), DROP-IT(R), and PUNCTUR-GUARD REVOLUTION(TM) brand names. In
studies by the Centers for Disease Control (MMWR, January 1997) and ECRI (Health
Devices, June 1998 and October 1999) PUNCTUR-GUARD(R) needles ranked highest of
all devices studied. Accidental needlesticks number about one million per year
in the United States and can result in the transmission of deadly diseases
including HIV and Hepatitis B and C.
NOTE: THIS PRESS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS AS DEFINED UNDER
FEDERAL SECURITIES LAWS, AS AMENDED. FORWARD-LOOKING STATEMENTS MAY BE
IDENTIFIED BY THE USE OF SUCH TERMINOLOGY AS "BELIEVES," "EXPECTS," "MAY,"
"WILL," "SHOULD," "ANTICIPATES" OR DERIVATIONS OR NEGATIVES THEREOF OR
COMPARABLE TERMINOLOGY, OR DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF, AMONG OTHER FACTORS,
GENERAL ECONOMIC CONDITIONS AND GROWTH IN THE SAFETY MEDICAL PRODUCTS INDUSTRY,
COMPETITIVE FACTORS AND PRICING PRESSURES, CHANGES IN PRODUCT MIX, PRODUCT
DEMAND, RISK OF DEPENDENCE ON THIRD PARTY SUPPLIERS AND FINANCIERS, ABILITY TO
OBTAIN FINANCING, AS WELL AS OTHER FACTORS DESCRIBED FROM TIME TO TIME IN THE
COMPANY'S PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
DISCUSSED IN OTHER PRESS RELEASES ISSUED BY THE COMPANY.
________________________________________________________________________
2000
<PAGE> 3
BIO-PLEXUS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 867,000 $ 535,000
Accounts receivable 908,000 564,000
Inventories:
Raw materials 621,000 1,164,000
Work-in-process 474,000 470,000
Finished goods 1,167,000 390,000
------------ ------------
2,262,000 2,024,000
Notes receivable -- ---
Other current assets 173,000 246,000
------------ ------------
Total current assets 4,210,000 3,369,000
------------ ------------
Investment in Jordan Pharmaceuticals --- 600,000
Fixed assets, net 4,384,000 4,661,000
Deferred debt financing expenses 465,000 10,000
Patents, net of amortization 335,000 252,000
Other assets 253,000 260,000
------------ ------------
$ 9,647,000 $ 9,152,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 899,000 $ 1,811,000
Note payable 1,340,000 250,000
Accounts payable and accrued expenses 786,000 528,000
Accrued interest payable 55,000 28,000
Accrued vacation 202,000 196,000
Other accrued employee costs 226,000 213,000
Product replacement costs --- 222,000
Deferred revenue --- 875,000
------------ ------------
Total current liabilities 3,508,000 4,123,000
------------ ------------
Other long-term debt, net 2,262,000 2,403,000
Redeemable common stock warrants 149,000 149,000
Commitments and contingencies -- --
Shareholders' equity:
Convertible preferred stock, no par value,
3,000,000
authorized, no shares issued and outstanding -- --
Common stock, no par value, 25,000,000 authorized,
14,083,807 and 12,793,165 shares issued and 71,833,000 65,349,000
outstanding
Accumulated deficit (68,105,000) (62,872,000)
------------ ------------
Total shareholders' equity 3,728,000 2,477,000
------------ ------------
$ 9,647,000 $ 9,152,000
============ ============
</TABLE>
<PAGE> 4
BIO-PLEXUS, INC
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
1999 1998 1997
----------- ------------ ------------
<S> <C> <C> <C>
Revenue:
Product $ 5,498,000 $ 5,086,000 $ 3,542,000
Services 1,426,000 4,171,000 ---
Licensing fees 100,000 50,000 1,500,000
----------- ------------ ------------
Total revenue 7,024,000 9,307,000 5,042,000
----------- ------------ ------------
Costs and expenses:
Product 3,754,000 6,355,000 5,764,000
Services 87,000 267,000 ---
Research and development 1,112,000 463,000 1,056,000
Selling, general and administrative 4,937,000 4,593,000 6,748,000
----------- ------------ ------------
Total operating costs and expenses 9,890,000 11,678,000 13,568,000
----------- ------------ ------------
Operating Loss (2,866,000) (2,371,000) (8,526,000)
----------- ----------- -----------
Financing Expenses:
Amortization of deferred debt financing 266,000 63,000 382,000
Other financing expense 2,158,000 633,000 3,551,000
Other income (57,000) (107,000) (147,000)
----------- ------------ ------------
Total financing expenses 2,367,000 589,000 3,786,000
----------- ------------ ------------
Net loss (5,233,000) (2,960,000) (12,312,000)
Less: Imputed dividend on preferred stock --- --- 500,000
----------- ------------ ------------
Net loss applicable to common stock $(5,233,000) $ (2,960,000) $(12,812,000)
=========== ============ ============
Net loss (basic and diluted) per common share $ (0.39) $ (0.24) $ (1.37)
============ ============ ============
Weighted average common shares outstanding 13,540,922 12,263,870 9,320,800
=========== ============ ============
</TABLE>
<PAGE> 5
BIO-PLEXUS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(5,233,000) $ (2,960,000) $(12,812,000)
Adjustments to reconcile net loss to cash used
by operating activities:
Depreciation and amortization 552,000 923,000 1,343,000
Inducement expense on conversion 640,000
Imputed dividend 500,000
Writedown of equipment to net realizable 280,000 1,359,000 512,000
value
Amortization of deferred debt financing 266,000 63,000 382,000
expenses
Amortization of debt discount 1,747,000 59,000 1,819,000
Decrease (increase) in assets:
Accounts receivable (334,000) (169,000) (9,000)
Inventories (238,000) (117,000) (51,000)
Notes receivable 152,000
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 248,000 (91,000) (1,074,000)
Accrued interest payable 27,000 2,000 (1,000)
Accrued vacation and other accrued 19,000 (43,000) (10,000)
employee costs
Accrued product replacement costs (222,000) 222,000
(Decrease) increase in deferred revenue (875,000) 34,000 841,000
Other (188,000) 155,000 164,000
------------ ------------ ------------
Net cash used in operating activities (3,961,000) (411,000) (7,756,000)
----------- ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and construction of fixed assets (536,000) (82,000) (409,000)
Long-term investments 627,000 (600,000)
Cost of patents (103,000) (115,000) (108,000)
----------- ------------ ------------
Net cash used in investing activities (12,000) (797,000) (517,000)
----------- ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of convertible preferred stock 5,000,000
Proceeds from sale of common stock 1,100,000 1,250,000 2,493,000
Proceeds from exercise of common stock warrants 282,000
Proceeds from exercise of common stock options 91,000 29,000 50,000
Redemption of common stock (20,000)
Proceeds from long-term debt 2,060,000 300,000 4,700,000
Increase in notes payable 2,750,000 250,000
Proceeds from sale and leaseback 137,000 369,000
Repayments of long-term debt (1,833,000) (1,568,000) (4,441,000)
----------- ------------ ------------
Net cash provided by financing activities 4,305,000 241,000 8,453,000
----------- ------------ ------------
Net (decrease) increase in cash and
cash Equivalents 332,000 (967,000) 180,000
Cash and cash equivalents, beginning of
Period 535,000 1,502,000 1,322,000
----------- ------------ ------------
Cash and cash equivalents, end of period $ 867,000 $ 535,000 $ 1,502,000
=========== ============ ============
Supplemental cash flow disclosures:
Cash payments of interest $ 412,000 $ 572,000 $ 1,093,000
Cash payments of income taxes 4,000 4,000 9,000
Surrender of debt upon warrant exercise 2,265,000
Surrender of debt upon conversion to equity 83,000 5,787,000
</TABLE>
