<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: January 22, 1998
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 January 22, 1998, Celtrix Pharmaceuticals, Inc., a Delaware corporation
(the "Company") announced Third Quarter Financial Results. Further details
regarding this announcement are contained in the Company's news release dated
January 22, 1998, 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 January 22, 1998.
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CELTRIX PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
<TABLE>
Three Months Ended Nine Months Ended
December 31, December 31,
--------------------- ----------------------
1997 1996 1997 1996
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Revenues:
Product sales $ 16 $ 10 $ 49 $ 20
Other revenues 20 19 66 88
-------- -------- -------- --------
36 29 115 108
Costs and expenses:
Cost of sales -- 2 1 4
Research and development 3,248 3,084 9,313 8,988
General and administrative 468 422 1,415 1,308
-------- -------- -------- --------
3,716 3,508 10,729 10,300
-------- -------- -------- --------
Operating loss (3,680) (3,479) (10,614) (10,192)
Interest income, net 148 101 564 399
Gain on sale of investment in
Prograft Medical, Inc. -- -- 737 --
-------- -------- -------- --------
Net loss $ (3,532) $ (3,378) $ (9,313) $ (9,793)
======== ======== ======== ========
Net loss per share $ (0.17) $ (0.22) $ (0.44) $ (0.64)
======== ======== ======== ========
Shares used in computing net
loss per share 20,986 15,235 20,986 15,230
======== ======== ======== ========
</TABLE>
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CELTRIX PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
December 31, March 31,
1997 1997
------------ ----------
(unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments $10,377 $ 5,788
Receivables and other current assets 304 197
------- -------
Total current assets 10,681 5,985
Property and equipment, net 7,388 8,423
Intangible and other assets, net 2,615 2,548
------- -------
$20,684 $16,956
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 1,354 $ 1,380
Short-term debt and lease obligations 50 328
------- -------
Total current liabilities 1,404 1,708
Deferred rent 927 1,038
Stockholders' equity 18,353 14,210
------- -------
$20,684 $16,956
======= =======
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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: January 22, 1998 By: /s/ DONALD D. HUFFMAN
----------------------------------------------
Donald D. Huffman
Vice President, Finance & Administration Chief
Financial Officer (Duly authorized principal
financial and accounting officer.)
<PAGE> 6
CELTRIX PHARMACEUTICALS, INC.
INDEX TO EXHIBITS
Exhibit Number
Exhibit 21 Celtrix Pharmaceuticals, Inc. Press Release
dated January 22, 1998.
<PAGE> 1
EXHIBIT 21
[CELTRIX LETTERHEAD]
NEWS RELEASE
CONTACT: Donald D. Huffman
Vice President, Finance and Administration,
and Chief Financial Officer
(408) 988-2500
CELTRIX REPORTS THIRD QUARTER RESULTS
SANTA CLARA, CA -- January 22, 1998 -- For the third fiscal quarter ended
December 31, 1997, Celtrix Pharmaceuticals, Inc. (Nasdaq: CTRX) reported
revenues of $36,000 and a net loss of $3,532,000, or $.17 per share. In
comparison, revenues were $29,000 and the net loss was $3,378,000, or $.22 per
share, for the same period in 1996. Operating expenses increased to $3,716,000
for the third quarter, from $3,508,000 for the same period last year, due
primarily to increased human clinical testing and the manufacture of
SomatoKine(R), the company's lead therapeutic compound.
For the first nine months ended December 31, 1997, revenues were $115,000
and the net loss was $9,313,000, or $.44 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 $108,000, and the net loss was $9,793,000, or $.64 per share. The
decrease in net loss per share, compared with the same period in 1996, is due
primarily to an increase in shares outstanding resulting from the company's
April 1997 financing. At December 31, 1997, Celtrix had $10,377,000 million in
cash, cash equivalents and short-term investments.
"Celtrix was issued a key U.S. patent during the quarter providing broad
commercial protection for SomatoKine," said Andreas Sommer, Ph.D., Celtrix's
president and chief executive officer. "The patent covers methods for treating
osteoporosis and other serious medical conditions that require the stimulation
of bone and tissue growth. SomatoKine is currently undergoing Phase II clinical
feasibility studies for two relevant indications: hip fracture surgery in the
elderly and severe burns. Clinical findings will guide expansion into full Phase
II studies."
"Also during the quarter, business activities were enhanced by key
additions to our board of directors and management team," Dr. Sommer said. "Dr.
Barry Sherman, who is president and chief executive officer of Anergen, Inc. and
a clinical professor of internal medicine at Stanford University, became a
Celtrix board member in December. In addition, Donald Huffman joined our company
in November as vice president, finance and administration, and chief financial
officer. Don has an extensive background in finance and strategic planning
important to maintaining Celtrix's forward momentum and supporting the
development of SomatoKine."
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
-more-
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"CELTRIX REPORTS THIRD QUARTER RESULTS"
Page 2
patient's health and quality of life. Ongoing 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 (now merged with Yoshitomi Pharmaceutical Industries Ltd.) 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.
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 establish new
corporate partnerships and to enroll a sufficient number of patients in clinical
feasibility studies, as well as risks associated with 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-
