<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: July 23, 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
<PAGE> 2
ITEM 5. OTHER EVENTS
On July 23, 1998, Celtrix Pharmaceuticals, Inc., a Delaware corporation
(the "Company") announced First Quarter Financial Results. Further details
regarding this announcement are contained in the Company's news release dated
July 23, 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 July 23, 1998.
<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: July 23, 1998 By: /s/ DONALD D. HUFFMAN
------------------------------------------
Donald D. Huffman
Vice President, Finance & Administration
Chief Financial Officer
(Duly authorized principal financial and
accounting officer.)
<PAGE> 4
CELTRIX PHARMACEUTICALS, INC.
INDEX TO EXHIBITS
Exhibit Number
Exhibit 21 Celtrix Pharmaceuticals, Inc. Press Release dated July 23, 1998.
<PAGE> 1
EXHIBIT 21
[CELTRIX LETTERHEAD]
NEWS RELEASE
CONTACT: Donald D. Huffman
Vice President, Finance and Administration
Chief Financial Officer
(408) 988-2500
CELTRIX REPORTS FIRST QUARTER RESULTS
SANTA CLARA, CA -- July 23, 1998 -- For the first quarter ended June 30,
1998, Celtrix Pharmaceuticals, Inc. (Nasdaq: CTRX) reported revenues of $36,000,
operating expenses of $3,564,000, and a net loss of $3,453,000, or $0.16 per
share. These results were in line with management's expectations. At June 30,
1998, Celtrix had $4,538,000 in cash, cash equivalents and short-term
investments.
In comparison, revenues for the first quarter ended June 30, 1997 were
$24,000, operating expenses were $3,553,000 and the net loss was $2,568,000, or
$0.12 per share. Operating loss for the first quarter of 1998 was comparable to
the same period last year; however, the net loss in the first quarter of 1997
included a gain on investment from the sale of Prograft Medical, Inc. securities
coupled with higher interest income on higher cash, cash equivalents and
short-term investments.
Celtrix is a biopharmaceutical company developing novel therapeutics for
seriously debilitating, degenerative conditions primarily associated with severe
trauma, chronic diseases or aging. The company's focus is on SomatoKine(R), a
novel IGF-BP3 complex, for treatment of a broad range of metabolic disorders.
SomatoKine is currently undergoing Phase II clinical testing for the treatment
of severe osteoporosis (recovery from hip fracture), traumatic burns and
diabetes. Other potential indications include protein wasting diseases
associated with cancer, AIDS, advanced kidney failure and other life-threatening
conditions. Celtrix has also licensed rights for development of another
molecule, TGF-beta-2, to Genzyme Corporation for incorporation into its
comprehensive program for tissue repair. Genzyme is currently in Phase II
clinical testing using TGF-beta-2 for the treatment of dermal ulcers.
This news release contains certain forward-looking statements within the
meaning of Section 21 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 continuation of the same
observations in future clinical trials involving SomatoKine, as well as risks
associated with future 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-
<PAGE> 2
CELTRIX PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-----------------------------
1998 1997
---------- ----------
<S> <C> <C>
Revenues:
Product sales $ 10 $ --
Other revenues 26 24
---------- ----------
36 24
Costs and expenses:
Research and development 3,001 3,005
General and administrative 563 548
---------- ----------
3,564 3,553
---------- ----------
Operating loss (3,528) (3,529)
Interest income, net 75 224
Gain on sale of investment in
Prograft Medical, Inc. -- 737
---------- ----------
Net loss $ (3,453) $ (2,568)
========== ==========
Basic and diluted net loss per share $ (0.16) $ (0.12)
========== ==========
Shares used in basic and diluted
per share computation 21,061 20,985
========== ==========
</TABLE>
<PAGE> 3
CELTRIX PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, March 31,
1998 1998
----------- -----------
<S> <C> <C>
(unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments $ 4,538 $ 7,913
Receivables and other current assets 31 219
----------- -----------
Total current assets 4,569 8,132
Property and equipment, net 6,757 7,062
Intangible and other assets, net 2,724 2,682
----------- -----------
$ 14,050 $ 17,876
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 1,904 $ 2,234
Current portion of capital lease obligations -- 8
----------- -----------
Total current liabilities 1,904 2,242
Deferred rent 853 890
Stockholders' equity 11,293 14,744
----------- -----------
$ 14,050 $ 17,876
=========== ===========
</TABLE>
