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This document consists of 7 pages
of which this is page number one.
Index to exhibits is on Page 4.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 14, 1996
Commission File Number: 0-18976
CELTRIX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3121462
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3055 Patrick Henry Drive, Santa Clara, CA 95054-1815
(Address of principal executive offices and zip code)
Registrant's Telephone Number: (408) 988-2500
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ITEM 5. OTHER EVENTS
On May 14, 1996, Celtrix Pharmaceuticals, Inc., a Delaware corporation (the
"Company") announced Fiscal Year-End Financial Results. Further details
regarding this announcement are contained in the Company's news release dated
May 14, 1996, attached as exhibit hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) EXHIBITS
Exhibit 21 Celtrix Pharmaceuticals, Inc. News Release dated May 14, 1996.
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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.
CELTRIX PHARMACEUTICALS, INC. (Registrant)
Date: May 14, 1996 By: /s/ MARY ANNE RIBI
----------------------
Mary Anne Ribi
Vice President, Finance & Administration and
Chief Financial Officer (Duly authorized
principal financial and accounting officer)
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CELTRIX PHARMACEUTICALS, INC.
INDEX TO EXHIBITS
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Exhibit Number Page
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Exhibit 21 Celtrix Pharmaceuticals, Inc. Press Release
dated May 14, 1996. 5
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[LOGO] CELTRIX
NEWS RELEASE
CONTACT: Mary Anne Ribi
Vice President and Chief Financial Officer
(408) 988-2500
CELTRIX REPORTS FISCAL YEAR-END
FINANCIAL RESULTS
YEAR OF SIGNIFICANT PROGRESS IN BUSINESS AND PRODUCT DEVELOPMENT
SANTA CLARA, CA -- May 14, 1996 -- For the fiscal year ended March 31,
1996, Celtrix Pharmaceuticals, Inc. (Nasdaq: CTRX) reported revenues of
$1,750,000 and a net loss of $7,246,000, or $0.51 per share. These results
compare with revenues of $2,200,000 and a net loss of $20,749,000, or $1.57 per
share, for the fiscal year ended March 31, 1995. Fourth quarter revenues were
$733,000 and the net loss was $1,337,000, or $0.09 per share, compared with
revenues of $635,000 and a net loss of $5,120,000, or $0.37 per share, for the
same period in fiscal 1995.
Operating expenses decreased by 45 percent, to $13,084,000 for fiscal
1996 from $23,792,000 for fiscal 1995. This was due primarily to Celtrix's
restructuring and cost-reduction program implemented in the second half of
fiscal 1995.
During fiscal 1996, the company reported a $3.5 million gain on
investment from the sale of Metra Biosystems securities held by Celtrix since
1990. In addition, Celtrix exercised its option under an agreement with Genzyme
Corporation, receiving $4.4 million in exchange for equity during December 1995.
This increased Genzyme's total ownership position to 19.9 percent of Celtrix's
15.2 million shares of common stock outstanding. At March 31, 1996, Celtrix had
$17.6 million in cash, cash equivalents and short-term investments.
"Fiscal 1996 was a year of significant progress for Celtrix," said
Andreas Sommer, Ph.D., Celtrix's president and chief executive officer. "In
addition to improving our financial results, we advanced the development of
SomatoKine(R), our novel complex of the anabolic hormone IGF-I and its binding
protein BP3. Evidence obtained from preclinical toxicology and efficacy studies
indicates that our technology greatly improves the safety and efficacy profile
of IGF-I, thus potentially allowing SomatoKine to be administered safely at
substantially higher doses than appears possible with IGF-I alone. This opens up
major opportunities for the treatment of seriously debilitating, degenerative
conditions. We expect to initiate Phase I human clinical studies this spring."
"Clinical opportunities represent attractive markets estimated at $1
billion in the United States alone," Dr. Sommer said. "Among them are patients
undergoing major surgery, or suffering from organ damage/failure or traumatic
injury. These seriously ill patients frequently suffer from destructive
metabolic processes (catabolism) associated with abnormally low blood levels of
IGF-I. Our objective is to provide hormone replacement therapy that enhances the
patient's recovery and quality of life."
Celtrix is a biopharmaceutical company developing novel therapeutics
for seriously debilitating, degenerative conditions primarily associated with
severe trauma, chronic diseases
-more-
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"Celtrix Reports Fiscal Year-End Financial Results"
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or aging. Company programs initially target the treatment of destructive
metabolic processes (catabolism) in acute indications such as major surgery,
organ damage/failure or traumatic injury. Potential chronic indications could
include osteoporosis, chronic renal (kidney) failure, and wasting conditions
associated with cancer and AIDS. In addition, through strategic alliances,
Celtrix's SomatoKine (IGF-BP3 complex) is being developed by The Green Cross
Corporation for the treatment of osteoporosis in Japan, and TGF-beta-2 is being
developed by Genzyme Corporation as part of a comprehensive approach to tissue
repair and the treatment of systemic disease.
This press release contains certain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
Actual results may differ materially from the statements made, as a result of
various factors, including risks associated with future company research, the
regulatory approval process, competitive products and other factors which are
listed from time to time in Celtrix's Securities and Exchange Commission (SEC)
filings. These forward-looking statements represent Celtrix's judgment as of the
date of this release.
- FINANCIAL CHARTS FOLLOW -
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CELTRIX PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 31, March 31,
1996 1995
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash, cash equivalents and short-term investments $17,643 $19,929
Receivables and other current assets 195 307
------- -------
Total current assets 17,838 20,236
Property and equipment, net 10,013 12,203
Intangible and other assets, net 2,294 2,585
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$30,145 $35,024
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 1,301 $ 1,480
Current portion of long-term obligations 633 639
Accrued restructuring costs -- 1,306
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Total current liabilities 1,934 3,425
Deferred rent 1,187 1,335
Long-term obligations 238 828
Stockholders' equity 26,786 29,436
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$30,145 $35,024
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CELTRIX PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, March 31,
--------------------------- ---------------------------
1996 1995 1996 1995
-------- -------- -------- --------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenues:
Product sales $ 11 $ -- $ 99 $ 296
Other revenues 722 635 1,651 1,904
-------- -------- -------- --------
733 635 1,750 2,200
Costs and expenses:
Cost of sales 2 -- 31 134
Research and development 2,935 3,857 10,990 18,091
General and administrative 455 772 2,063 3,459
Restructuring costs -- 1,306 -- 2,108
-------- -------- -------- --------
3,392 5,935 13,084 23,792
-------- -------- -------- --------
Operating loss (2,659) (5,300) (11,334) (21,592)
Interest income, net 178 180 625 843
Gain on investment 1,144 -- 3,463 --
-------- -------- -------- --------
Net loss $ (1,337) $ (5,120) $ (7,246) $(20,749)
======== ======== ======== ========
Net loss per share $ (0.09) $ (0.37) $ (0.51) $ (1.57)
======== ======== ======== ========
Shares used in computing net loss per share 15,214 13,718 14,161 13,255
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