<PAGE> 1
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: October 23, 1997
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
<PAGE> 2
ITEM 5. OTHER EVENTS
On October 23, 1997, Celtrix Pharmaceuticals, Inc., a Delaware corporation
(the "Company") announced Second Quarter Financial Results. Further details
regarding this announcement are contained in the Company's news release dated
October 23, 1997, 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 October 23, 1997.
<PAGE> 3
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: October 23, 1997 By: /s/ ANDREAS SOMMER
----------------------
Andreas Sommer
President and Chief Executive Officer
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CELTRIX PHARMACEUTICALS, INC.
INDEX TO EXHIBITS
Exhibit Number
Exhibit 21 Celtrix Pharmaceuticals, Inc. Press Release
dated October 23, 1997.
<PAGE> 1
Exhibit 21
[CELTRIX LETTERHEAD]
NEWS RELEASE
CONTACT: Andreas Sommer, Ph.D.
President and Chief Executive Officer
(408) 988-2500
CELTRIX REPORTS SECOND QUARTER RESULTS
SANTA CLARA, CA -- October 23, 1997 -- For the second quarter ended
September 30, 1997, Celtrix Pharmaceuticals, Inc. (Nasdaq: CTRX) reported
revenues of $55,000 and a net loss of $3,213,000, or $.15 per share. In
comparison, revenues were $37,000 and the net loss was $3,472,000, or $.23 per
share, for the same period in 1996. Operating expenses decreased to $3,460,000
for the second quarter, from $3,644,000 for the same period last year.
For the first six months ended September 30, 1997, revenues were $79,000
and the net loss was $5,781,000, or $.28 per share. This includes a $737,000
gain on investment during the first fiscal quarter from the sale of securities
held by the company in Prograft Medical, Inc. For the same period last year,
revenues were $79,000, and the net loss was $6,415,000, or $.42 per share. The
decrease in net loss per share for both the second quarter and six months ended
September 30, 1997, compared with the same periods in 1996, is due primarily to
an increase in shares outstanding resulting from the company's April 1997
financing. At September 30, 1997, Celtrix had $13,374,000 million in cash, cash
equivalents and short-term investments.
"These financial results are in line with management's expectations,"
said Andreas Sommer, Ph.D., Celtrix's president and chief executive officer.
"Our focus has been on the development of SomatoKine(R) therapy for a variety of
serious medical conditions, and we have been actively engaged in human clinical
studies."
"Our Phase II clinical feasibility studies are progressing for two
treatment indications, hip fracture surgery in the elderly and severe burns,"
Dr. Sommer said. "For hip fracture surgery, we are administering SomatoKine over
a period of eight weeks to investigate the ability of this novel therapy to
stimulate the formation of new muscle and bone, restore mobility and increase
the patient's functional independence. For severe burns, we are administering
short-term SomatoKine therapy to investigate its ability to speed the patient's
recovery time and shorten the hospital stay. Clinical findings will guide
expansion into full Phase II studies."
Celtrix is a biopharmaceutical company developing novel therapeutics for
the treatment of seriously debilitating, degenerative conditions primarily
associated with severe trauma, chronic diseases or aging. The company's
development focus is on SomatoKine, a novel IGF-BP3 complex, for use in
regenerating lost muscle, bone and other tissues essential for the patient's
health and quality of life. Initial product development programs target acute
traumatic injury, such as hip fracture surgery in the elderly and severe burns.
Other potential indications include severe osteoporosis and protein wasting
diseases associated with cancer, AIDS and other life-threatening conditions.
Through strategic alliances with Celtrix, The Green Cross Corporation is
developing SomatoKine for the treatment of osteoporosis in Japan, and Genzyme
Corporation is developing TGF-beta-2 as part of a comprehensive approach to
tissue repair and the treatment of systemic disease.
-more-
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"Celtrix Reports Second Quarter Results"
Page 2
This news 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 the ability to enroll a
sufficient number of patients in clinical feasibility studies, as well as future
company research, clinical study results, 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
news release.
-FINANCIAL CHARTS FOLLOW-
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CELTRIX PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
September 30, March 31,
1997 1997
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash, cash equivalents and short-term investments $13,374 $5,788
Receivables and other current assets 364 197
------------ ------------
Total current assets 13,738 5,985
Property and equipment, net 7,688 8,423
Intangible and other assets, net 2,645 2,548
------------ ------------
$24,071 $16,956
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $1,242 $1,380
Short-term debt and lease obligations 97 328
------------ ------------
Total current liabilities 1,339 1,708
Deferred rent 964 1,038
Stockholders' equity 21,768 14,210
------------ ------------
$24,071 $16,956
============ ============
</TABLE>
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CELTRIX PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
-------------------------- --------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Product sales $33 $10 $33 $10
Other revenues 22 27 46 69
----------- ----------- ----------- -----------
55 37 79 79
Costs and expenses:
Cost of sales 1 2 1 2
Research and development 3,060 3,201 6,065 5,904
General and administrative 399 441 947 886
----------- ----------- ----------- -----------
3,460 3,644 7,013 6,792
----------- ----------- ----------- -----------
Operating loss (3,405) (3,607) (6,934) (6,713)
Interest income, net 192 135 416 298
Gain on sale of investment in
Prograft Medical, Inc. -- -- 737 --
----------- ----------- ----------- -----------
Net loss $(3,213) $(3,472) $(5,781) $(6,415)
=========== =========== =========== ===========
Net loss per share $(0.15) $(0.23) $(0.28) $(0.42)
=========== =========== =========== ===========
Shares used in computing net loss per share 20,985 15,234 20,985 15,234
=========== =========== =========== ===========
</TABLE>
