SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 For the Fiscal
Year ended September 30, 2000
OR
[ ] Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 For the
transition period from to
Commission File Number 001-13835
OPHIDIAN PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 39-1661164
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
6320 Monona Drive, Suite 414, Madison, WI 53716
(Address of Principal Executive Offices and Zip Code)
(608) 221-1192
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
(Title of Class)
Common Stock, $0.0025 par value
Common Stock purchase warrants
Indicate by check mark whether the Registrant: (1)
filed all reports required to be filed by section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for
the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of November 7, 2000, the aggregate market value of
voting common equity held by non-affiliates of the
Registrant (758,423 shares) was approximately $758,423.
The aggregate market value was computed by reference to
the "Close" price of such common equity as of that date.
As of December 15, 2000, the Registrant had 1,158,249
shares of Common Stock issued and outstanding.
<PAGE>
PART I
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for Ophidian
Pharmaceuticals, Inc. (hereafter, the "Company" or the
"Registrant") contains certain "forward-looking"
statements that involve risks and uncertainties. These
risks and uncertainties include, but are not limited
to, those risks and uncertainties previously identified
by the Company from time to time in the Company's prior
filings with the Securities and Exchange Commission.
To the extent that statements in this Annual Report
involve, without limitation, potential business
combinations, expectations for growth, market value,
dividends, or any other estimates or guidance on future
periods, these statements are forward-looking
statements. The Company's actual results may differ
significantly from the results projected in the forward-
looking statements. The Company assumes no obligation
to update forward-looking statements.
ITEM 1. BUSINESS
The Company was incorporated on November 10, 1989, and
commenced business operations on January 17, 1990.
Primary business efforts were directed at the design,
development and commercialization of cost effective
therapeutic and diagnostic products for human and
animal use, focusing principally on products for the
prevention and treatment of infectious diseases. On
May 26, 2000, due to lack of financing, the Company's
Board of Directors took action to cease operations as a
going concern, reducing the Company's workforce 80% by
laying off research, development and operations
personnel. Remaining management staff were retained
for a reasonable time to wind down clinical trial and
manufacturing operations and to continue efforts to
actively seek potential commercial partners having
strategic interests in markets served by the Company's
products. Since mid-August, 2000, the Company has
retained only one Board-appointed administrative staff
member to execute operations. On August 28, 2000, the
Company's Board of Directors adopted resolutions to
approve an Asset Purchase Agreement (the "Sale
Agreement") with Promega Corporation ("Promega") and to
effect the subsequent dissolution of the Company. On
September 1, 2000, the Company executed the Sale
Agreement with Promega to sell substantially all of its
fixed assets for $1,250,000 cash, a $250,000 promissory
note, and the assumption of a long-term debt of
$2,000,000 (the "Asset Sale"). The promissory note is
subject to any post-closing adjustments within 90 days
of the closing, as set forth in the Sale Agreement.
Stockholders of the Company approved the Sale Agreement
on November 9, 2000, and authorized the Board to effect
the liquidation and dissolution of the Company pursuant
to an approved Plan of Dissolution. The Asset Sale
closed on November 16, 2000. The Company has begun the
process of liquidation, and intends to distribute to
stockholders in the first quarter of calendar year 2001
any cash assets remaining after payment of the
Company's operational and accrued costs. In lieu of
dissolution, the Company's Board of Directors is also
considering proposed business combinations with
operating companies by means of a merger, exchange or
issuance of securities, or a similar business
combination that presumably could add value to the
stock held by remaining stockholders. In such an
event, any costs associated with such a business
combination would be borne by the proposer/operating
company.
ITEM 2. PROPERTIES
In June 1998, the Company exercised its five-year
renewal option on a five-year lease entered into on
January 1, 1993, with Promega Corporation for the
facility it occupied at 5445 East Cheryl Parkway,
Madison, Wisconsin. Mr. Linton was Chairman of the
Company's Board of Directors until March 23, 1999. Mr.
Linton is also a stockholder of the Company and the
Chairman, President and a stockholder of Promega
Corporation. This facility provided the Company with
approximately 10,000 square feet of laboratory and
office space. Following the end of the fiscal year
ended September 30, 2000, and in connection with the
Asset Sale, this lease was terminated in November 2000.
At that time the Company entered into a month-to-month
lease for an office suite located at 6320 Monona Drive,
Madison, WI 53716, from which all of the Company's
remaining operations are conducted.
To accommodate the expansion of the Company's
manufacturing operations, the Company also had leased,
with an option to buy, facilities at 2617 Progress Road
in Madison. For the period from July
<PAGE>
1, 1999, to December 31, 1999, the lease provided for monthly
rental payments on 24,429 square feet of production and office
space of $8,301. For the period from January 1, 2000, to September
30, 2000, the lease provided for monthly rental payments of $12,362.58
on 38,231 square feet of production and office space. The Company's
obligations under this lease were assumed by Promega Corporation in
connection with the Asset Sale.
The Company also leased approximately 20,000 square
feet of animal care facilities located in Jefferson
County, Wisconsin. These leases were terminated prior
to or in connection with the Asset Sale, and the
Company has no further outstanding obligations under
these leases.
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings pending to
which the Company or any of its property is currently
subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security
holders during the quarter ended September 30, 2000.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED MATTERS
The Company's Common Stock is quoted on the OTC (Over-
the-Counter) Bulletin Board and traded under the
symbol, "OPHD"). The Company's Common Stock was
previously traded on the NASDAQ SmallCap Market under
the same symbol and on the Pacific Exchange under the
symbol, "OPD" prior to its delisting from those
exchanges. The Company's Common Stock was delisted
from the NASDAQ SmallCap Market effective November 7,
2000, because the aggregate value of the public float
fell below the NASDAQ requirement of $1,000,000. The
Company's Common Stock was delisted from the Pacific
Exchange effective November 10, 2000, based on the
Company's announcement of stockholder approval of
proposals to sell substantially all of the Company's
assets and to authorize the Board of Directors to
implement a plan to liquidate, wind up, and dissolve
the Company.
The following table sets forth the range of high and
low bid quotations or high and low sales prices for the
Company's Common Stock from May 7, 1998, for each of
the quarterly periods indicated as reported by the OTC
Bulletin Board or NASDAQ SmallCap Market, as
applicable. Bid quotations reflect interdealer prices
without retail markup, markdown, or commission and may
not represent actual transactions.
Quarter Ended High Low
06/30/98 $ 41.000 $ 26.000
09/30/98 30.500 8.000
12/31/98 24.500 8.000
03/31/99 14.000 7.000
06/30/99 14.000 5.000
09/30/99 9.000 1.000
12/31/99 6.437 2.500
03/31/00 20.000 3.000
06/30/00 8.000 0.250
09/30/00 1.609 0.375
The approximate number of record holders of the
Registrant's Common Stock as of September 30, 2000, was
183. The Company estimates that as of such date there
were more than 1,000 beneficial holders of the
Company's Common Stock. The Company has never declared
nor paid dividends on its Common Stock and does not
intend to do so for the foreseeable future.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
Statements of Operations Data
For the Years Ended September 30,
2000 1999 1998 1997 1996
Revenues $1,668,534 $ 26,965 $ 322,565 $ 671,881 $ 321,444
Operating Expenses
Cost of Patents
Sold 83,481 ----- ----- ----- ------
Research &
Development 2,213,385 3,354,818 2,946,814 2,432,102 1,339,048
General &
Administrative 1,417,945 1,833,209 1,819,227 1,005,797 1,119,409
Impairment
Charge (A) 2,066,907 - - - -
---------- ---------- ---------- ---------- ----------
Total Operating
Expenses 5,781,718 5,188,027 4,766,041 3,437,889 2,458,457
---------- ---------- ---------- ---------- ----------
Operating Loss (4,113,184) (5,161,062) (4,443,476) (2,766,018) (2,137,013)
Investment Income,
net 124,511 302,845 292,695 281,483 50,761
Interest Expense (285,714) (1,862) (2,085) (2,800) (3,320)
----------------------------------------------------------------
Net Loss $(4,274,387) $(4,860,079) $(4,152,866) $(2,487,335) $(2,089,572)
================================================================
Net Loss Per Share
Basic & Diluted $(3.69) $(4.21) $(4.14) $(2.76) $(2.73)
Note A: See Note 1, page F-7, to attached Financial Statements for
explanation of Impairment Charge.
Balance Sheet Data
At September 30,
2000* 1999 1998 1997 1996
Cash &
Equivalents $ 534,097 $ 3,416,490 $ 8,688,162 $ 3,547,036 $ 3,276,339
Working Capital N.A. 3,217,910 8,522,325 3,812,539 3,328,103
Total Assets 4,163,102 6,822,126 11,354,118 5,975,606 5,247,761
Long-Term
Obligations 2,009,900 9,687 12,069 17,956 33,914
Accumulated
Deficit N.A. (16,312,578) (11,452,499) (7,299,633) (4,812,298)
Total
Stockholders'
Equity N.A. 6,186,634 10,617,713 5,397,956 4,743,260
* Represents Statements of Net Assets in Liquidation prepared on a
liquidation basis of accounting. See Note 1 to attached
Financial Statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company was incorporated in November, 1989, and
operated as a development stage corporation focused on
the research, development and commercialization of cost
effective therapeutic products for human and animal
use, and principally on products for human disease
prevention and treatment. The Company has financed its
operations since inception primarily through the sale
of equity, debt, and revenues consisting of payments
received under collaborative agreements and federal
research grants. The
<PAGE>
Company's principal sales of equity have occurred through
private placement stock offering activities completed in
January 1990, December 1992, June 1993, and October 1996,
through collaborative agreements with Eli Lilly and Company
between June 1996 and September 1998, and from its
initial public offering in May 1998. On June 7, 1999,
the Company entered into an agreement with Rex J.
Bates, then a Director, and Davis U. Merwin, a
shareholder, according to which the Company received
$2,000,000 on October 14, 1999 in return for 10%
promissory notes with warrants. On September 20, 1999,
the Company effected a 1 for 8 reverse stock split in
an effort to add value to declining stock prices. On
March 28, 2000 the Company sold five patents and patent
applications for $1.3 million. The patents sold were
unrelated to the Company's core research and
development programs.
Except for the fiscal year ended September 30, 1993,
the Company has been unprofitable every year since
inception. As of September 30, 2000, and prior to
applying the liquidation basis of accounting, the Company
had an accumulated deficit of $20,586,965 and for the year
ended September 30, 2000, ("Fiscal 2000"), incurred a
net loss of $4,274,387. In an effort to conserve cash,
the Company curtailed all other development activity
during calendar year 1999 and focused all resources on
the ongoing clinical testing of its lead product for
the treatment of intestinal disease, OPHD 001.
Clinical trial sites were established at well known
hospitals and medical centers throughout the United
States. Unfortunately, an adequate number of
individuals affected with the disease did not meet the
selection criteria to be included in the studies and
sufficient data to reach any definitive conclusions
could not be collected in a reasonable time period.
The clinical trials for OPHD 001 were terminated in
May, 2000. The Company also invested considerable
resources in building a pilot plant manufacturing
facility, designed to take over activities previously
carried out by expensive contract manufacturers who
have since stopped all contract manufacturing
activities. An extensive, worldwide search for a
contract manufacturer capable of producing bulk drug
product for use in clinical trials using Ophidian's
technology resulted in the conclusion that no such
facilities existed. For this reason, the Company
believed that, with the construction of a pilot
manufacturing facility, it would be able to secure
contract manufacturing agreements to help offset
operating costs until commercialization of its
products.
Despite extraordinary efforts to attract potential
commercial partners having strategic interests in
markets served by Ophidian's products or to secure
additional investment capital through private equity or
debt transactions, the Company was unsuccessful in
securing enough additional capital to support its
business objectives. On May 26, 2000, due to lack of
financing, the Company's Board of Directors took action
to cease operations as a going concern, reducing
the Company's workforce 80% by laying off research,
development and operations personnel. Remaining
managment staff were retained for a reasonable time to
wind down clinical trial and manufacturing operations
and to continue efforts to actively seek potential
commercial partners having strategic interests in markets
served by the Company's products. Since mid-August, 2000,
the Company has retained only one Board-appointed
administrative staff member to execute operations. On
August 28, 2000, the Company's Board of Directors adopted
resolutions to approve an Asset Purchase Agreement (the
"Sale Agreement") with Promega Corporation ("Promega") and
to effect the subsequent dissolution of the Company. On
September 1, 2000, the Company executed the Sale Agreement
with Promega to sell substantially all of its fixed assets
for $1,250,000 cash, a $250,000 promissory note, and the
assumption of a long-term debt of $2,000,000 (the "Asset Sale").
The promissory note is subject to any post-closing adjustments
within 90 days of the closing, as set forth in the Sale Agreement.
Stockholders of the Company approved the Sale Agreement on
November 9, 2000, and authorized the Board to effect the
liquidation and dissolution of the Company pursuant to an approved
Plan of Dissolution. The Asset Sale closed on November 16, 2000.
The Company has begun the process of liquidation, and intends to
distribute to stockholders in the first quarter of calendar year
2001 any cash assets remaining after payment of the Company's
operational and accrued costs. In lieu of dissolution, the
Company's Board of Directors is also considering proposed business
combinations with operating companies by means of a merger, exchange
or issuance of securities, or a similar business combination that
presumably could add value to the stock held by remaining stockholders.
In such an event, any costs associated with such a business combination
would be borne by the proposer/operating company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
It is the Company's opinion that there is no material
interest rate risk as all investments are short term
with specific guidelines as to approved securities,
maturity restrictions, and credit standards.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's Financial Statements and Supplementary
Data required by this item are listed in Item 14 and
included in this document at pages F-1 to F-15.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The executive officers and directors of the Company,
and their ages as of November 30, 2000, are as follows:
<PAGE>
Name Age Position(s)
Dr. Douglas Stafford (1) 45 Former President, Chief Executive
Officer, & Director
Dr. Peter Model (2) 67 Director, Chairman of the Board
Dr. Joseph R. Firca (3) 56 Former Vice President, Research and
Development
Mr. Donald L. Nevins (3) 62 Former Vice President, Finance,
Treasurer, Chief Financial Officer
Ms. Susan P. Maynard 50 Secretary, Manager
Dr. Margaret B. van Boldrik 44 Director, Vice President
Dr. W. Leigh Thompson (2) 62 Director
(1) Resigned from all positions with the Company effective August 14, 2000.
(2) Member of Audit Committee.
(3) Terminated from all positions with the Company effective May 26, 2000.
Dr. Douglas C. Stafford has served as President and
Chief Executive Officer of the Company since January
1995. Dr. Stafford served as the Company's President
and Chief Operating Officer from August 1990 to January
1995. In May 1997, Dr. Stafford joined the Company's
Board of Directors. In connection with the decision of
the Board of Directors to terminate most of the
Company's employees, sell substantially all of the
Company's assets, and dissolve the Company, Dr.
Stafford resigned his positions as President, Chief
Executive Officer and Director effective August 14, 2000.
Dr. Peter Model has served as a Director of the Company
since December 1996 and as Chairman of the Board of
Directors since March 1999. Dr. Model is a senior
faculty member conducting research in the areas of
biochemistry and genetics at the Rockefeller
University, where he has been employed since 1967. He
served on the editorial boards of the Journal of
Virology and Virology and is a member of various
scientific advisory committees. Dr. Model received his
BS from Stanford University and his Ph.D. in
Biochemistry from Columbia University.
Dr. Joseph Firca has served as the Company's Vice
President, Research and Development since July 1992.
Dr. Firca was terminated effective May 26, 2000, in
connection with the Board's decision to terminate most
of the Company's employees and suspend all further
operations.
Mr. Donald L. Nevins joined the Company as Vice
President, Finance, and Chief Financial Officer in
November 1997. Mr. Nevins' positions were terminated
effective May 26, 2000, in connection with the Board's
decision to terminate most of the Company's employees
and suspend all further operations.
Ms. Susan P. Maynard joined the Company in 1993 and has
served as Secretary since March 1999. Since the
termination of most of the Company's employees in late
May 2000, and the resignation of the Company's Chief
Executive Officer in August 2000, Ms. Maynard has
served as the only full-time employee of the Company,
responsible for all remaining administrative and
management functions. Prior to assuming those
responsibilities, Ms. Maynard served the functions of
human resources administration, business management,
shareholder relations and facilities management. Ms.
Maynard was previously employed at the University of
Wisconsin-Madison as the Administrative Program Manager
for the Laboratory of Molecular Biology. There, she
managed broad-based programs to support research
operations, including federal grant administration,
budget development and administration, human resources
management, and information systems management. She
was also responsible for managing Ph.D. and
undergraduate degree programs in Cell and Molecular
Biology, which included coordinating activities for 120
students and 160 faculty members located in 40
different departments and 6 different colleges on
campus. In recognition for her excellence of service,
the University conferred indefinite appointment status
(administrative tenure) for her position. Numerous
courses and seminars complement Ms. Maynard's
experience in Human Resources Law, Business
Administration, Effective Leadership, Total Quality
Management and Business Writing.
<PAGE>
Dr. Margaret B. van Boldrik is a Co-Founder of the
Company and has served as a Director since its
inception in November 1989. Dr. van Boldrik has also
served as Vice President of the Company since January
1990 and as Secretary of the Company from November 1989
to March 1999. Prior to joining the Company, Dr. van
Boldrik was Director of the University of Wisconsin
Biotechnology Center's Technology Transfer Office where
she managed broad-based programs for the commercial
development of University-affiliated technologies from
1987 to 1990. Dr. van Boldrik holds a BS in
Biochemistry from the University of California at Davis
and a Ph.D. in Biochemistry from Tufts University.
Dr. W. Leigh Thompson has served as a Director of the
Company since December 1995. Dr. Thompson founded
Profound Quality Resources, Inc., a private healthcare
consulting firm, in 1995 to provide consulting services
to health institutions and manufacturers worldwide.
Dr. Thompson served as an Assistant Professor of
Medicine and of Pharmacology and Experimental
Therapeutics at Johns Hopkins University from 1970 to
1974 where he founded and led the Medical Critical Care
Unit. He was a Professor of Medicine at Case Western
Reserve from 1974 to 1982, where he founded programs in
clinical pharmacology and critical care medicine. He
worked at Eli Lilly and Company, holding several
executive positions including Executive Vice President
of Lilly Research Laboratories and Chief Scientific
Officer from 1982 through 1994. He holds a Ph.D. and
ScD (hc) from the Medical University of South Carolina
and a M.D. from Johns Hopkins University. He is a past
President of the Society of Critical Care Medicine and
Co-Editor of the first two textbooks in this field. He
also serves on the Board of Directors of DepoMed,
Guilford Pharmaceuticals, Inspire, LaJolla
Pharmaceuticals, Maret, Medarex, Ontogeny, Orphan
Medical, and Tanabe Research Laboratories.
BOARD OF DIRECTORS COMMITTEES AND OTHER INFORMATION
The Company's directors serve staggered three year
terms and hold office until the third annual meeting of
stockholders of the Company following their election to
the Board and until their respective successors have
been qualified and elected. Officers are elected by,
and serve at the discretion of, the Board of Directors.
In July 1997, the Board of Directors appointed an Audit
Committee that reviews the scope and results of the
Company's financial statements conducted by the
Company's independent accountants. The Committee also
reviews the scope of other services provided by the
Company's independent accountants, proposed changes in
the Company's financial and accounting standards and
principles, and the Company's policies and procedures
with respect to its internal accounting, and auditing
and financial controls. The Committee makes
recommendations to the Board of Directors on the
engagement of the independent accountants, as well as
other matters which may come before it or as directed
by the Board of Directors.
DIRECTOR COMPENSATION
Non-employee Directors of the Company are paid $1,000
per regularly scheduled meetings and $500 per
significant telephonic meetings of the Board of
Directors, which amounts are payable in cash or in
shares of common stock of the Company. Dr. Thompson
does not receive compensation as Director of the
Company but receives compensation as a consultant. See
"Consultant Compensation;" under Item 11, below.
EMPLOYMENT AND CONSULTING AGREEMENTS
The Company has entered into agreements with all of its
current and former employees, including Drs. Stafford,
Firca, Ms. Maynard, and Mr. Nevins, concerning
ownership of intellectual property. These agreements
prohibit competition with the Company during and for a
term of one year after termination of, employment with
the Company. They obligate each employee to keep
confidential the trade secrets and other proprietary
information of the Company, and employees are required
to disclose and assign to the Company all of their
discoveries and inventions and any and all patent
rights therein.
Effective June 1, 1997, the Company entered into an
employment agreement with Dr. Douglas Stafford,
President and Chief Executive Officer of the Company,
for a three-year term. Pursuant to such agreement,
<PAGE>
Dr. Stafford received an annual base salary of $180,000
subject to annual review and increase by mutual
agreement. Dr. Stafford resigned from the Company
effective August 14, 2000.
Effective June 1, 1997, the Company entered into an
employment agreement with Dr. Joseph Firca, Vice
President, Research and Development of the Company, for
a three-year term. Pursuant to such agreement, Dr.
Firca receives an annual base salary of $154,000. Dr.
Firca's position was terminated by the Company
effective May 26, 2000.
Effective November 6, 1997, the Company entered into an
employment agreement with Donald L. Nevins, Vice
President, Treasurer, Finance, and Chief Financial
Officer. Mr. Nevins assumed his duties with the Company
December 1, 1997. Mr. Nevins received an annual base
salary of $110,000. Mr. Nevins' positions were
terminated by the Company effective May 26, 2000.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded
to, earned by, or paid for services rendered to the
Company in all capacities during Fiscal 2000, 1999, and
1998 by the Company's President and Chief Executive
Officer and all other corporate officers earning in
excess of $100,000 annually.
Summary Compensation Table
Annual Compensation Long Term Compensation
Name & Principal Position Year Salary Bonus Common Stock Options
Dr. Douglas Stafford (1) 2000 $131,950 - ------
President & C.E.O. 1999 $179,517 - ------
1998 $179,517 $25,000 ------
Dr. Joseph Firca (2) 2000 $ 80,035 - ------
VP, Research & Development 1999 $156,272 $20,000 ------
1998 $139,624 - ------
Donald L. Nevins (3) 2000 $ 68,414 - ------
VP, Finance, Treasurer & CFO 1999 $109,705 - ------
1998 $115,781 - ------
(1) Dr. Stafford resigned as President and Chief Executive Officer of the
Company as of August 14, 2000.
(2) Dr. Firca's position was terminated by the Company effective May 26, 2000.
(3) Mr. Nevins's positions were terminated by the Company effective
May 26, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information
regarding the value of exercised and unexercised stock
options held by each of the named Executive Officers as
of September 30, 2000. None of the named Executive
Officers exercised options to purchase Common Stock
during the fiscal year ended September 30, 2000.
Common Stock Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 9/30/2000 at 9/30/2000 (1)
Name Exercisable Unexercisable Exercisable Unexercisable
Dr. Douglas Stafford 10,000 0 24,735 $0
<PAGE>
(1) The value of the options is based upon ;the
difference between the exercise price and the closing
price of the stock on September 30, 2000.
CONSULTANT COMPENSATION
Dr. Thompson receives $2,400 per day plus expenses for
his services as a consultant payable in cash or in
common stock of the Company, in any event not to exceed
10,000 shares in aggregate. For Fiscal 2000, Dr.
Thompson received $12,700.
STOCK OPTION PLANS
The Company had a 1990 Incentive Stock Option
Plan, which expired in 2000, the Company currently has a
1992 Employee Stock Option Plan, and a 1998 Incentive Stock
Option Plan (collectively, the "Stock Option Plans") in force
for its employees, advisors and directors. The 1998 Incentive
Stock Option Plan was adopted by stockholders on March 23, 1999,
to supplement the 1990 Incentive Stock Option Plan. The Stock
Option Plans provide for the grant of options to purchase shares,
in the case of the 1992 Employee Stock Option Plan, at a
value determined by the Stock Option Committee, and in
the case of the 1990 and 1998 Incentive Stock Option
Plans, at not less than fair market value as of the date
options are granted. The Stock Option Plans are
administered by a committee ("Stock Option Committee")
made up of at least two members of the Company's Board
of Directors who are not officers, employees, or
consultants of the Company. On December 1, 1992, by a
vote of stockholders, the number of shares available
for employee stock options was increased by 25,000
shares, for a total of 82,145. On March 23, 1999, the
stockholders voted to adopt the 1998 Incentive Stock
Option Plan and to increase the number of shares
available for stock options by 39,730 shares, for a
total of 121,875.
As of November 30, 2000, the Company has entered into
stock option agreements granting Mr. Model the option
to purchase 669 shares at an exercise price of $44.00
per share. The option vested upon one year of service
following January 10, 1997, and may be exercised only
prior to January 10, 2007. A second agreement with
Dr. Model granted him the option to purchase 1,250 shares
at an exercise price of $3.50 per share, which option
vested upon award and may only be exercised prior to
November 4, 2009. The Company has entered into a third
agreement with Dr. Model granting him the option to purchase
an additional 625 shares at an exercise price of $8.44
per share. The option will vest upon one year of service
following March 21, 2000, and may only be exercised prior
to March 21, 2010. The Company has entered into an
agreement granting Dr. Thompson the option to purchase
665 shares at an exercise price of $36.00 per share. The
option vested upon one year of service following January 12,
1996, and may only be exercised prior to January 12, 2006.
A second agreement with Dr. Thompson granted him the option
to purchase 625 shares at an exercise price of $44.00 per share,
which vested upon one year of service from January 10, 1997,
and may be exercised by January 10, 2007. The Company entered
into a third Stock Option Agreement with Dr. Thompson granting
him the option to purchase 1,250 shares at an exercise price
of $3.50, which option vested upon award and may only be
exercised prior to November 4, 2009. Finally, the Company has
entered into a fourth agreement with Dr. Thompson granting him
the option to purchase an additinal 625 shares at an exercise
price of $8.44 per share. The option will vest upon one year of
service following March 21, 2000, and may only be exercised
prior to March 21, 2010. The Company has also entered into an
agreement granting Ms. Maynard the option to purchase 2,224 shares
at an exercise price of $3.50 per share, which vested upon award
and may only be exercised prior to November 4, 2009.
401(K) RETIREMENT PLAN
The Ophidian Pharmaceuticals, Inc. 401(k) Retirement
Plan (the Plan) covered all employees of the Company.
Employees become eligible to participate in the Plan
after six months of service or 1,000 hours of
continuous service and may contribute up to 15% of
their compensation to a ceiling of $10,500 in calendar
year 2000. The Company may make matching contributions
at a discretionary percentage. No matching contributions
were made for the fiscal years ended September 30, 2000,
1999, or 1998. The Plan was terminated on October 6, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership
of the Company's securities as of December 15, 2000, by
(a) each person known by the Company to be the
beneficial owner of more than 5% of any class of the
Company's securities, (b) the directors of the Company,
(c) the executive officers of the Company, and (d) all
directors and executive officers as a group. As of
December 15, 2000, a total of 1,158,249 shares of the
Company's Common Stock, 241,636 of the Company's Common
Stock ($7.32) Purchase Warrants, and 125,000 of the
Company's Common Stock ($2.00) Purchase Warrants were
issued and outstanding.
<TABLE>
Number of Number of
Number of $7.32 $2.00
Shares Warrants Warrants
Name and Address of Beneficially Percentage Beneficially Percentage Beneficially Percentage
Beneficial Owner Owned(1) Owned Owned(2) Owned Owned(2) Owned
<S> <C> <C> <C> <C> <C> <C>
Dr. Margaret B.
van Boldrik(3) 167,350 14.4
Steven N. Bronson(4) 174,552 15.1
Dr. Peter Model(5) 68,190 5.9 5,625 2.3
Mr. William A.
Linton(6) 64,125 5.5
Mr. Rex J. Bates(7) 53,361 4.6 1,144 * 500,000 50.0
<PAGE>
Mr. Davis U. Merwin 48,643 4.2 1,144 * 500,000 50.0
Dr. W. Leigh Thompson(8) 2,630 *
Ms. Susan P. Maynard(9) 2,286 *
All Directors and
Officers as a Group
(4 persons)(10)(11) 240,456 20.8 7,913 3.3 1,000,000 100.0
</TABLE>
*Less than 1%.
(1) Includes ownership of shares of Common Stock plus
options exercisable within 60 days of December
15, 2000. Shares of Common Stock subject to
outstanding options are deemed outstanding for purposes
of computing the percentage of ownership of the person
holding such options but are not deemed outstanding for
computing the percentage ownership for any other persons.
(2) The exercise prices listed reflect the original
exercise prices for these warrants prior to the eight-
for-one reverse split of the Company's Common Stock
effective September 20, 1999 (the "Reverse Split").
Following the Reverse Split, and pursuant to the
underlying warrant agreements governing the exercise
and other terms of the Company's warrants, the per
share exercise prices are now $55.615 and $16.00,
respectively, for the $7.32 and $2.00 Common Stock
purchase warrants.
(3) Dr. van Boldrik's beneficial ownership includes
156,100 shares owned by Dr. van Boldrik, 5,625 shares
held by the Willem Erin Samburu Carroll van Boldrik
Trust A and 5,625 shares held by the Jan Patrick Jabiru
van Boldrik Carroll Trust A. Dr. van Boldrik is the
sole trustee for both trusts.
(4) Includes 157,352 shares held by Catalyst
Financial LLC, of which Mr. Bronson is the president
and sole member and may be deemed to have voting
and investment power over the shares.
(5) Includes 56,875 shares held by the Model
Charitable Lead Trust and Peter Model Trust II, for
which Dr. Model is one of two co-trustees, and
options to purchase 668 shares currently vested in
the 1992 Stock Option Plan, which options expire in
January 2007, and options to purchase 1,250 shares
currently vested in the 1992 Stock Option Plan,
which options expire in November 2009.
(6) Includes 32,813 shares owned by Promega
Corporation of which Mr. Linton is Chairman,
President, and Chief Executive Officer and may be
deemed to have voting and investment power over the
shares.
(7) Includes (a) options to purchase 3,125 shares
currently vested in the 1992 Stock Option Plan,
which options expire in July 2006; (b) options to
purchase 625 shares currently vested in the 1992
Stock Option Plan, which options expire in January
2006; (c) options to purchase 625 shares currently
vested in the 1992 Stock Option Plan, which options
expire in January 2007; and (d) options to purchase
1,250 shares currently vested in the 1992 Stock
Option Plan, which options expire in November 2009.
(8) Includes (a) options to purchase 665 shares
currently vested in the 1992 Stock Option Plan,
which options expire in January 2006; (b) options to
purchase 625 shares currently vested in the 1992
Stock Option Plan, which options expire in January
2007; and (c) options to purchase 1,250 shares
currently vested in the 1992 Stock Option Plan,
which options expire in November 2009.
(9) Includes options to purchase 2,224 shares
currently vested in the 1998 Incentive Stock Option
Plan, which options expire in November 2009.
(10) Address is 6320 Monona Drive, Madison,
Wisconsin 53716.
(11) Includes options to purchase a
total of 6,682 shares, which options have vested, or
will vest, within 60 days of December 15, 2000.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS
Under the terms of a Stock Warrant granted to Fitchburg
Research Park Associates Limited Partnership ("FRPA")
(the "FRPA Warrant") by the Company on January 17,
1990, designed to protect FRPA against dilution of its
holdings in the Company due to the issuance of shares
to employees of the Company pursuant to the Company's
Stock Option Plans, FRPA is entitled to purchase one
share for every four shares issued to employees
pursuant to the Plans. Under the terms of the FRPA
Warrant, FRPA could purchase a maximum of 14,286
shares, however, at September 30, 2000, FRPA was
entitled to purchase only 131 shares. The exercise
price under the FRPA Warrant is $.02 per share.
On June 7, 1999, the Company entered into separate
Promissory Note and Loan Agreements with Rex J. Bates,
a director and stockholder, and Davis U. Merwin, a
stockholder, whereby the Company borrowed $2.0 million
on October 14, 1999, pursuant to ten-year, 10%,
promissory notes with warrants. The assets of the
Company secure the notes. Interest on the notes for
the first three years is payable in Common Stock of the
Company at the then market value and thereafter in
cash. The warrants for the purchase of 125,000 shares
of Common Stock are excercisable for five years at
$16.00 per share.
The Company believes that each of the transactions set
forth above as well as those currently in effect were
entered into on (i) terms as fair as those that could
be obtained from independent third parties, and (ii)
were ratified by a majority (but no less than two) of
the Company's independent directors who did not have an
interest in the transaction and who had access to the
Company's counsel at Company expense. All future
transactions with the Company in which a director,
officer or 5% shareholder of the Company has a direct
or indirect interest must (i) be on terms no less
favorable to the Company than could be obtained from
unaffiliated third parties, and (ii) be approved by a
majority of directors who have no direct or indirect
interest in the transaction and who have access at
Company expense to the Company's counsel or independent
counsel.
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Company's Bylaws and the Delaware General
Corporation Law, directors and officers of the Company
are entitled to mandatory indemnification from the
Company against certain liabilities and expenses to the
extent such officers or directors are successful in the
defense of a proceeding. In all other circumstances,
the Delaware General Corporation Law permits
indemnification for expenses incurred in the defense or
settlement of a derivative or third-party action if
there is a determination by a majority vote of the
directors who are not parties to such action, even
though less than a quorum, or, if there are no such
directors or if such directors so direct, by
independent legal counsel in a written opinion, or by
the stockholders, that the person seeking
indemnification acted in good faith and in a manner
reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any
criminal action, had no reasonable cause to believe his
or her conduct was unlawful. Without court approval,
however, no indemnification may be made in respect of
any derivative action in which such person is adjudged
liable for negligence or misconduct in the performance
of his or her duty to the Company. The Company's
Certificate of Incorporation permits indemnification to
the fullest extent permitted by the Delaware General
Corporation Law, except that in an action initiated by
an officer or director, the Company is only required to
provide indemnification if the action was first
authorized by the Board of Directors. The Certificate
of Incorporation further provides that expenses
incurred by an individual in his or her capacity as a
director of the Company or in certain other capacities
in defending a civil or criminal action shall be paid
by the Company in advance of the final disposition of
the matter upon receipt of an undertaking from the
director to repay the sum advanced if it shall
ultimately be determined that he or she is not entitled
to be indemnified by the Company pursuant to the terms
of the Delaware General Corporation Law.
The Delaware General Corporation Law further states
that the indemnification provided by statute is not
exclusive of any other rights or remedies that
directors, officers, employees, or agents may have
under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise. Accordingly,
under the
<PAGE>
Delaware General Corporation Law and the
Company's Bylaws, the Company is authorized to enter
into separate indemnification agreements with its
directors, officers, employees, or agents. The
Company's Bylaws further provide that the Company may
purchase and maintain insurance on behalf of an
individual who is a director or officer of the Company
against liability asserted against or incurred by such
individual in his or her capacity as a director or
officer regardless of whether the Company would have
the capacity to indemnify or allow expenses to the
individual against the same liability under the
provisions of the Delaware General Corporation Law.
The Delaware General Corporation Law permits a
corporation to include a provision in its Certificate
of Incorporation which eliminates the personal
liability of a director for monetary damages arising
from breaches of his or her fiduciary duties to the
Company or its stockholders, subject to the following
exceptions: (i) a breach of the director's duty of
loyalty to the Company or its stockholders; (ii) acts
or omissions not in good faith or involving intentional
misconduct or a knowing violation of the law; (iii)
willful or negligent conduct in paying dividends or
repurchasing stock out of other than lawfully available
funds (a violation of Section 174 of the Delaware
General Corporation Law); and (iv) any transaction from
which the director derives an improper personal
benefit. The Company's Certificate of Incorporation
includes such a limitation of liability provision,
including the foregoing exceptions. In addition, under
the Delaware General Corporation Law, a limitation of
liability provision may not relieve directors from the
obligation to comply with any law, including federal
and state securities laws, or from the availability of
non-monetary remedies such as injunctive relief or
rescission. Finally, the liability limitation
provision in the Company's Certificate of Incorporation
does not extend to acts or omissions of a director
which occurred before the date on which the Certificate
of Incorporation became effective. In general, under
the Delaware General Corporation Law and the Company's
Certificate of Incorporation, a director may not be
held liable to the Company or its stockholders for
monetary damages arising out of the director's
negligence, gross negligence, or lack of due care in
carrying out his or her fiduciary duties as a director.
These provisions pertain only to breaches of duty by
directors as directors and not in any other corporate
capacity, such as officers. As a result of such
provisions, stockholders may be unable to recover
monetary damages against directors for actions taken by
such directors which constitute negligence or gross
negligence or which are in violation of such directors'
fiduciary duties, although it may be possible to obtain
injunctive or other equitable relief with respect to
such actions. If equitable remedies are found not to
be available to stockholders in any particular case,
stockholders may not have any effective remedy against
the challenged conduct.
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K.
(a) Documents filed as a part of this report.
1. List of Financial Statements.
The following financial statements of Ophidian
Pharmaceuticals, Inc. and Report of Ernst & Young
LLP, Independent Auditors, are included in this
report:
Report of Ernst & Young LLP, Independent Auditors.
Statement of Net Assets in Liquidation at September 30, 2000.
Balance Sheet - September 30, 1999.
Statements of Operations - Fiscal Years ended September 30
2000, 1999, and 1998.
Statements of Shareholders' Equity - Fiscal Years ended September 30
2000, 1999, and 1998.
Statements of Cash Flows - Fiscal Years ended September 2000,
1999, and 1998.
Notes to Financial Statements.
2. List of all Financial Statement Schedules.
<PAGE>
All schedules are omitted because they are not
applicable or the required information is shown in
the financial statements or notes thereto.
3. List of Exhibits Required by Item 601 of Regulation S-K.
See item 14(c) below.
(b) No Reports on Form 8-K were filed by the Company
during the last fiscal quarter covered by this Report.
(c) Exhibits required by Item 601 of Regulation S-K.
The following exhibits are filed as a part of, or
incorporated by reference into, this Report:
Number Description
3.1 Certificate of Incorporation, filed as Exhibit C to the
Company Proxy Statement, filed on February 23, 1999 (the
"Proxy Statement"), and hereby incorporated by
reference.
3.2 Company Bylaws, filed as Exhibit D to the Proxy
Statement and hereby incorporated by reference.
3.3 Certificate of Amendment of Certificate of
Incorporation, filed as Exhibit A to the Company's Proxy
Statement, filed on June 29, 1999, and hereby
incorporated by reference.
4.1 Specimen Common Stock Certificate, filed as Exhibit 4.1
to the Company's Registration Statement on Form S-1, as
amended, effective May 7, 1998, Registration Number 333-
33219 (the "Registration Statement"), and hereby
incorporated by reference.
4.2 Specimen Warrant Certificate, filed as Exhibit 4.2 to
the Registration Statement, and hereby incorporated by
reference.
4.3 Form of Representatives' Warrant Agreement, including
Specimen Representatives' Warrant, filed as Exhibit 4.3,
to the Registration Statement, and hereby incorporated
by reference.
4.4 Form of Warrant Agreement, filed as Exhibit 4.4, to the
Registration Statement and hereby incorporated by
reference.
4.5 Specimen Unit Certificate, filed as Exhibit 4.5 to the
Registration Statement, and hereby incorporated by
reference.
10.1 Lease dated February 12, 1994, between the Company and
Promega Corporation, filed as Exhibit 10.1 to the
Registration Statement, and hereby incorporated by
reference.
10.2 1998 Incentive Stock Option Plan, filed as Exhibit A to
the Proxy Statement, and hereby incorporated by
reference.
10.3 1990 Incentive Stock Option Plan, filed as Exhibit 10.3
to the Registration Statement, and hereby incorporated
by reference.
10.4 1992 Employee Stock Option Plan, filed as Exhibit 10.4
to the Registration Statement, and hereby incorporated
by reference.
10.5 Agreement dated June 3, 1996, between the Company and
Eli Lilly and Company, filed as Exhibit 10.5 to the
Registration Statement and hereby incorporated by
reference.
10.6 Employment Agreement dated June 1, 1997, between the
Company and Douglas C. Stafford, filed as Exhibit 10.6
to the Registration Statement, and hereby incorporated
by reference.
10.7 Employment Agreement dated June 1, 1997, between the
Company and Joseph Firca, filed as Exhibit 10.7 to the
Registration Statement, and hereby incorporated by
reference.
10.8 Employment Agreement dated November 6, 1997, between the
Company and Donald L. Nevins, filed as Exhibit 10.9 to
the Registration Statement, and hereby incorporated by
reference.
10.9 Lease for 2617 Progress Road, Madison, WI, dated June 9,
1999, between the Company and Progress Holdings, LLC,
filed as Exhibit 10.11 to the Company's Form 10-Q for
the period ended June 30,
<PAGE>
1999, and hereby incorporated by reference.
10.10 Asset Purchase Agreement dated as of September 1, 2000,
by and between the Company and Promega Corporation,
filed as Exhibit A to the Company's Definitive Proxy
Statement filed on October 10, 2000, and hereby
incorporated by reference.
10.11 Form of Promissory Note and Loan Agreement, dated June
7, 1999, among the Company, Rex J. Bates, and Davis U.
Merwin, filed as Exhibit 10.12 to the Company's Form 10-
Q for the period ended June 30, 1999, and hereby
incorporated by reference.
27.0 Financial Data Schedule.
Signatures
Pursuant to the requirements of Section 13 or 15 (d) of
the Securities Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized on the 29th
day of December 2000.
Ophidian Pharmaceuticals, Inc.
December 29, 2000 By: /s/ Susan P. Maynard
--------------------------------
Secretary and Manager
Pursuant to the requirements of the Securities Exchange
Act of 1934, this Annual Report has been signed by the
following persons in the capacities and on the dates
indicated.
December 29, 2000 By: /s/ Peter Model
--------------------------------
Peter Model
Director & Chairman of the Board
December 29, 2000 By: /s/ Margaret van Boldrik
--------------------------------
Director & Vice President
December 29, 2000 By: /s/ Susan P. Maynard
--------------------------------
(acting Principal Financial Officer
and Principal Accounting Officer)
<PAGE>
Ophidian Pharmaceuticals, Inc.
Financial Statements
Years ended September 30, 2000 and 1999
Contents
Report of Independent Auditors F-1
Financial Statements
Statement of Net Assets in Liquidation F-2
Balance Sheet F-3
Statements of Operations F-4
Statements of Shareholders' Equity F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7
<PAGE>
Report of Independent Auditors
Board of Directors
Ophidian Pharmaceuticals, Inc.
We have audited the statement of net assets in
liquidation of Ophidian Pharmaceuticals, Inc. (the
Company) as of September 30, 2000. In addition, we
have audited the accompanying balance sheet of the
Company as of September 30, 1999, and the related
statements of operations, shareholders' equity and cash
flows for each of the three years in the period ended
September 30, 2000. These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing
standards generally accepted in the United States.
Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the
accounting principles used and significant estimates
made by management, as well as evaluating the overall
financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, on
August 28, 2000 the Company's Board of Directors
adopted a resolution to approve dissolution of the
Company. Subsequently, on November 9, 2000, the
stockholders of the Company approved such plan of
liquidation, and the Company commenced liquidation
shortly thereafter. As a result, the Company has
changed its basis of accounting for periods subsequent
to September 30, 2000, from the going-concern basis to
a liquidation basis.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the net
assets in liquidation of the Company as of
September 30, 2000, the financial position of the
Company at September 30, 1999, and the results of its
operations and its cash flows for each of the three
years in the period ended September 30, 2000, in
conformity with accounting principles generally
accepted in the United States applied on the bases
described in the preceding paragraph.
Milwaukee, Wisconsin Ernst & Young LLP
December 1, 2000
<PAGE>
Ophidian Pharmaceuticals, Inc.
Statement of Net Assets in Liquidation
September 30, 2000
Assets
Cash and cash equivalents $ 534,097
Prepaid expenses and other 9,005
Equipment and leasehold improvements, net 2,641,250
Patents, net 978,750
---------------
Total assets 4,163,102
Liabilities
Accounts payable 133,481
Accrued expenses and other obligations 455,971
Long-term debt (Note 2) 2,000,000
Capital lease obligations (Note 3) 9,900
---------------
Total liabilities 2,599,352
---------------
Net assets in liquidation $1,563,750
===============
<PAGE>
Ophidian Pharmaceuticals, Inc.
Balance Sheet
September 30, 1999
Assets
Current assets:
Cash and cash equivalents $ 3,416,490
Accounts receivable 4,112
Prepaid expenses and other 68,803
---------------
Total current assets 3,489,405
Other assets 224,543
Deferred financing fee (Note 2) 400,000
Equipment and leasehold improvements (Note 3):
Manufacturing equipment 1,086,070
Laboratory equipment 663,047
Furniture and fixtures 115,225
Office equipment 50,071
Leasehold improvements 65,095
Construction in progress 70,607
---------------
2,050,115
Accumulated depreciation 860,732
---------------
Net equipment and leasehold improvements 1,189,383
Patents, net of accumulated amortization of $67,977 1,518,795
---------------
Total assets $ 6,822,126
===============
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 175,871
Accrued expenses and other obligations 93,063
Current portion of capital lease obligations (Note 3) 2,561
---------------
Total current liabilities 271,495
Capital lease obligations (Note 3) 9,687
Deferred revenue (Note 7) 354,310
Shareholders' equity (Notes 4, 5 and 6):
Common stock, $0.0025 par value, 22,400,000 shares
authorized, 1,155,047 shares issued and outstanding 2,888
Additional paid-in capital 22,496,324
Accumulated deficit (16,312,578)
---------------
Total shareholders' equity 6,186,634
---------------
Total liabilities and shareholders' equity $ 6,822,126
===============
<PAGE>
Ophidian Pharmaceuticals, Inc.
Statements of Operations
Year ended September 30
2000 1999 1998
Revenues:
Sale of patents $ 1,300,000 $ - $ -
Other revenues 368,534 26,965 322,565
------------------------------------------
Total revenues 1,668,534 26,965 322,565
Operating expenses:
Cost of patents sold 83,481 - -
Research and development 2,213,385 3,354,818 2,946,814
General and administrative 1,417,945 1,833,209 1,819,227
Impairment charge (Note 1) 2,066,907 - -
------------------------------------------
Total operating expenses 5,781,718 5,188,027 4,766,041
------------------------------------------
Operating loss (4,113,184) (5,161,062) (4,443,476)
Other income (expense):
Investment income, net 124,511 302,845 292,695
Interest expense (285,714) (1,862) (2,085)
------------------------------------------
(161,203) 300,983 290,610
------------------------------------------
Net loss $(4,274,387) $(4,860,079) $(4,152,866)
==========================================
Basic and diluted net loss
per share $(3.69) $(4.21) $(4.14)
<PAGE>
Ophidian Pharmaceuticals, Inc.
Statements of Shareholders' Equity
<TABLE>
Accumulated
Common Stock Additional Other
----------------- Paid-In Comprehensive Accumulated
Shares Par Value Capital Income Deficit Total
<S> <C> <C> <C> <C> <C> <C>
Balance at
September 30, 1997 910,915 $2,278 $12,696,334 $(1,023) $(7,299,633) $ 5,397,956
Common stock
issued for
consulting
services at
$44 per share 327 1 14,374 - - 14,375
Common stock
issued for
cash at $44
per share 241,636 604 9,356,621 - - 9,357,225
Net unrealized
gain on
available-for-
sale securities - - - 1,023 - 1,023
Net loss - - - - (4,152,866) (4,152,866)
------------
Comprehensive loss - - - - - (4,151,843)
-----------------------------------------------------------------------
Balance at
September 30, 1998 1,152,878 2,883 22,067,329 - (11,452,499) 10,617,713
Common stock issued
for consulting
services at a
range of $5.75 per
share to $44 per
share 2,169 5 28,995 - - 29,000
Issuance of warrants
in connection with
a loan agreement - - 400,000 - - 400,000
Net loss - - - - (4,860,079) (4,860,079)
-----------------------------------------------------------------------
Balance at
September 30, 1999 1,155,047 2,888 22,496,324 - (16,312,578) 6,186,634
Common stock issued
for consulting
services at a range
of $2.875 per share
to $8.438 per share 3,198 8 13,001 - - 13,009
Net loss - - - - (4,274,387) (4,274,387)
-----------------------------------------------------------------------
Balance at
September 30, 2000 1,158,245 $2,896 $22,509,325 $ - $(20,586,965) $1,925,256
=======================================================================
</TABLE>
<PAGE>
Ophidian Pharmaceuticals, Inc.
Statements of Cash Flows
Year ended September 30
2000 1999 1998
Operating activities
Net loss $(4,274,387) $(4,860,079) $(4,152,866)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 352,699 354,514 147,264
Loss on sale of investments - - 588
Common stock issued for consulting
services 13,009 29,000 14,375
Impairment charge 2,066,907 - -
Amortization of debt discount 38,494 - -
Changes in operating assets and
liabilities:
Accounts receivable, prepaid
expenses and other 63,910 (73,583) 62,351
Accounts payable (42,390) (65,271) (4,954)
Accrued expenses and other
obligations 362,908 (37,405) 24,966
Deferred revenue (354,310) 7,423 155,241
---------------------------------------
Net cash used in operating activities (1,773,160) (4,645,401) (3,753,035)
Investing activities
Proceeds from sale of available-for-
sale securities - - 360,023
Purchases of equipment and leasehold
improvements (3,062,569) (464,295) (591,547)
Expenditures for patents and
other assets (44,316) (156,316) (215,042)
---------------------------------------
Net cash used in investing activities (3,106,885) (620,611) (446,566)
Financing activities
Proceeds from issuance of common stock - - 9,357,225
Proceeds from long-term debt 2,000,000 - -
Payments on capital lease obligations (2,348) (5,660) (16,498)
---------------------------------------
Net cash provided by (used in)
financing activities 1,997,652 (5,660) 9,340,727
---------------------------------------
Net increase (decrease) in cash
and cash equivalents (2,882,393) (5,271,672) 5,141,126
Cash and cash equivalents at
beginning of period 3,416,490 8,688,162 3,547,036
---------------------------------------
Cash and cash equivalents at
end of period $ 534,097 $ 3,416,490 $ 8,688,162
=======================================
Supplemental disclosure of cash
flows information -
Cash paid for interest $ 47,381 $ 1,862 $ 2,085
Supplemental disclosure of noncash
financing transactions:
Common stock issued for
consulting services $ 13,009 $ 29,000 $ 14,375
Issuance of warrants in connection
with a loan agreement $ - $ 400,000 $ -
<PAGE>
Ophidian Pharmaceuticals, Inc.
Notes to Financial Statements
September 30, 2000
1. Description of Business and Significant Accounting Policies
Description of Business
Ophidian Pharmaceuticals, Inc. (the Company) was
incorporated on November 10, 1989, and began operations
on January 17, 1990. The Company has been dedicated to
the research, development and commercialization of
therapeutic and diagnostic products for human and
animal use. The Company's business has been directed to
numerous areas of disease but has focused principally
on products for infectious disease prevention and
treatment. The Company has not received any revenues
from the sale of FDA licensed products to date.
On May 26, 2000, the Company terminated its research
and development activities due to a lack of financing.
On September 1, 2000, the Company executed an agreement
(Sales Agreement) to sell substantially all equipment,
leasehold improvements and intellectual property to
Promega Corporation (Promega) for $1,250,000 cash, a
$250,000 promissory note due within 90 days of the sale
and assumption of long-term debt of $2,000,000.
Shareholders of the Company approved the Sales
Agreement on November 9, 2000, and the sale was
consummated on November 16, 2000. The $250,000
promissory note is subject to adjustment for any post-
closing adjustments, as defined. Through December 1,
2000, the Company and Promega have agreed to an
adjustment reducing the promissory note by $80,000. The
Company recorded an impairment charge of $2,066,907 at
September 30, 2000, for the difference between the
consideration to be received and the net book value of
the equipment, leasehold improvements and intellectual
property to be sold.
On August 28, 2000, the Company's Board of Directors
adopted a resolution to approve the dissolution of the
Company. After approval of the dissolution by the
shareholders of the Company on November 9, 2000, the
Company has begun the process of liquidation.
Accordingly, because the liquidation was imminent, the
Company changed its basis of accounting to the
liquidation basis of accounting effective as of
September 30, 2000. Prior period financial statements
were not restated.
<PAGE>
1. Description of Business and Significant Accounting
Policies (continued)
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ
from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments
with maturities of three months or less when purchased
to be cash equivalents. Cash equivalents, consisting of
commercial paper, treasury and commercial notes,
repurchase agreements and money market funds, totaled
$509,880 and $3,354,972 at September 30, 2000 and 1999,
respectively.
Equipment and Leasehold Improvements
Equipment and leasehold improvements are stated at cost
in 1999 and fair value in 2000 based on the amount to
be received from Promega. Depreciation of equipment and
leasehold improvements was provided over the estimated
useful lives of the assets, generally five years, using
the straight-line method.
Patents
Patents, which are stated at cost in 1999 and fair
value in 2000 based on the amount to be received from
Promega, were amortized on a straight-line basis over
the estimated useful life of the patents.
Revenue Recognition
Revenues on cost-reimbursement contracts under awarded
research grants was recognized as revenue as the
associated costs were incurred by the Company.
Research and Development
Research and development costs were expensed as incurred.
<PAGE>
1. Description of Business and Significant Accounting
Policies (continued)
Income Taxes
Deferred income taxes were recognized for the tax
consequences of differences between the tax bases of
assets and liabilities and their financial reporting
amounts based on enacted tax laws and statutory tax
rates applicable to the periods in which the
differences are expected to affect taxable income.
Valuation allowances were established when necessary to
reduce deferred tax assets to the amount expected to be
realized. No current or deferred income taxes have been
provided because of the current and prior year net
operating losses incurred by the Company.
Net Loss Per Share
The basic and diluted weighted-average shares used in
the calculation of net loss per share were 1,157,591,
1,154,277 and 1,004,234, respectively, in 2000, 1999
and 1998. Basic and diluted net loss per share is the
same for all periods as the impact of all dilutive
securities is antidilutive.
New Accounting Standards
In June 1998, the Financial Accounting Standards Board
issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which was amended
by SFAS No. 137. Provisions of these standards are
required to be adopted in years beginning after June
15, 2000. Because the Company does not use derivatives,
management does not anticipate that the adoption of the
new Statement will have any effect on the results of
operations or on the financial position of the Company.
2. Long-Term Debt
On June 7, 1999, the Company executed an agreement
securing $2.0 million in financing from certain
shareholders. The funds were received on October 14,
1999, under ten-year, 10% promissory notes with
detachable warrants. All assets of the Company secure
payment on the promissory notes. Interest on the
promissory notes during the first three years was
payable annually in common stock of the Company at the
then current market value and thereafter, interest was
payable in cash. Interest payable under the promissory
notes was assumed by Promega pursuant to the Sales
Agreement. The Company did not distribute common stock
in payment of interest on October 14, 2000, due to the
pending sale.
<PAGE>
2. Long-Term Debt (continued)
Warrants to purchase 125,000 shares of common stock,
exercisable for five years at $16.00 per share, were
issued in connection with this financing. In valuing
the warrants using the Black-Scholes Model, $400,000
was recorded as a discount to be amortized over the
life of the promissory notes.
3. Commitments and Lease Obligations
The Company entered into certain capital leases for
equipment and furniture and fixtures, which have
insignificant net book value at September 30, 2000 and
1999.
The Company leases its primary facility under an
operating lease with an original expiration date of
December 31, 2003, from a corporation whose principal
shareholder is a shareholder of the Company. Rent
expense under this operating lease of $248,238,
$242,189 and $240,456 was charged to operations during
the years ended September 30, 2000, 1999 and 1998,
respectively.
Effective July 1, 1999, the Company entered into a five-
year operating lease for a facility to house its
manufacturing plant. The minimum lease obligation
provides for rent increases as other occupants vacate
the premises and the Company utilizes the vacated
space. Rent expense under this operating lease of
$141,048 and $24,903 was charged to operations during
the years ended September 30, 2000 and 1999,
respectively.
In connection with the Sales Agreement, on November 16,
2000, Promega assumed both facility leases.
Accordingly, the Company has no obligations for future
lease payments after November 16, 2000. The Company
moved to another office on November 15, 2000, which
requires a monthly payment of $400. The lease for the
new office space can be discontinued at any time.
4. Common Stock
In September 1999, the Company's Board of Directors
authorized a one-for-eight reverse stock split. All
common shares and amounts per share in the accompanying
financial statements have been adjusted to reflect the
stock split.
<PAGE>
5. Stock Option Plans and Warrants
In fiscal 1998, the Company adopted an incentive stock
option plan for employees and directors, which
superseded the previous incentive stock option plan and
amended the provisions of the employee stock option
plan (collectively the Plans) to increase to 121,875
the maximum number of shares of common stock which may
be granted under the Plans. The option price per share
will be no less than fair market value at the date the
options are granted and all options expire within ten
years from the date of grant. Options for 657 shares
have been exercised through September 30, 2000.
On November 4, 1999, the Company repriced the exercise
price of all outstanding employee stock options to
$3.50, the market value of the Company's common stock
on that date. The Company also accelerated the vesting
on all employee stock options, causing them to become
fully vested as of November 4, 1999, with a new
exercise period of ten years. No change was made to the
exercise price or vesting period of director stock
options outstanding. Because of the repricing, the
modified stock options are being accounted for as
variable awards effective November 4, 1999. Because the
market value of the common stock was lower than $3.50
through September 30, 2000, no compensation expense has
been recorded during the year ended September 30, 2000.
Number of Weighted-Average
Shares Exercise Price
Outstanding at September 30, 1997 80,826 $21.95
Granted - -
Exercised - -
Canceled (799) 36.00
----------
Outstanding at September 30, 1998 80,027 21.81
Granted - -
Exercised - -
Canceled (12,795) 44.00
----------
Outstanding at September 30, 1999 67,232 17.55
Granted 16,451 4.06
Exercised - -
Canceled (60,012) 5.80
----------
Outstanding at September 30, 2000 23,671 13.30
==========
<PAGE>
5. Stock Option Plans and Warrants (continued)
The following table summarizes weighted-average
information by range of exercise prices for employees
and directors stock options outstanding and
exercisable.
Outstanding Options Exercisable Options
--------------------------------------- -------------------------------------
Weighted- Weighted- Weighted-
Shares at Average Average Shares at Average
Range of September 30 Exercise Exercise September 30 Exercise
Exercise Price 2000 Price Life 2000 Price
--------------------------------------- -------------------------------------
$3.50 20,462 $ 3.50 9.1 years 20,462 $ 3.50
8.44 1,250 8.44 9.5 years - -
36.00 - 44.00 1,959 43.07 5.9 years 1,959 41.28
---------- -----------
23,671 22,421
========== ===========
In fiscal 1990, the Company granted a warrant to a
shareholder to purchase up to 14,286 shares of common
stock at a price of $.0025 per share. The warrant
becomes exercisable in a defined manner upon the
issuance of shares of common stock under the Plans. The
warrant terminates 30 days after exercise of the total
number of options covered by the Plans discussed above.
At September 30, 2000, 131 shares are exercisable under
the warrant.
In fiscal 1996, the Company granted a consultant an
option to purchase 12,500 shares of the Company's
common stock at a price of $36 per share exercisable
until May 2004. The Company recorded $85,000 as
compensation expense based upon the estimated fair
value of the option using the minimum value option
pricing method with an assumption of a risk-free
interest rate of 6%, an expected life of three and one-
half years and no expected dividend yield.
<PAGE>
5. Stock Option Plans and Warrants (continued)
In connection with the Company's initial public
offering in fiscal 1998, the Company issued warrants
for the purchase of 241,637 shares of common stock. The
number of warrants increased to 254,431 in fiscal 1999
because anti-dilution provisions were triggered when
the June 7, 1999 warrants (described in Note 2) were
issued. Each warrant entitles the registered holder
thereof to purchase, at any time commencing May 7,
1999, until May 7, 2003, one share of common stock at a
price of $55.62 per share. Commencing May 7, 2000, the
warrants are subject to redemption by the Company, in
whole, but not in part, at $.10 per warrant, provided
that the average closing bid price the common stock as
reported on Nasdaq SmallCap equals or exceeds $117.12
per share for any 20 trading days within a period of 30
consecutive trading days ending on the fifth trading
day prior to the date of the notice of redemption.
As permitted by Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based
Compensation," (FAS No. 123), the Company has elected
to continue to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB No. 25), in accounting for its stock
option plan. Had compensation expense for the Company's
stock option plan been determined based upon the fair
value at the grant date for these options consistent
with the methodology described under FAS No. 123, the
Company's net loss would have increased by
approximately $61,000, $22,200 and $34,900 in fiscal
2000, 1999 and 1998, respectively. The pro forma impact
on a per share basis would be $(0.05), $(0.02) and
$(0.03) in 2000, 1999 and 1998, respectively.
Pro forma information regarding net loss and net loss
per share is required by SFAS No. 123, and has been
determined as if the Company had accounted for its
employee stock options using a Black-Scholes option
pricing model with the following assumptions: risk-free
interest rate of 6%, dividend yield of 0%, expected
common stock market price volatility factor of 1.0 and
an expected life of the options of ten years.
The Company has reserved 573,501 shares of common stock
at September 30, 2000, to provide for the exercise of
stock options and warrants.
<PAGE>
6. Consulting Agreement with Shareholders
The Company has consulting agreements with shareholders
that expire at various dates. Consulting expense
related to such agreements were $18,000, $36,000 and
$48,000 for the years ended September 30, 2000, 1999
and 1998, respectively.
7. Eli Lilly & Company Collaborative Agreement
On June 3, 1996, Eli Lilly & Company (Lilly) and the
Company entered into a 20-year collaborative agreement
(Agreement) with respect to the further research,
development, manufacture and sale of products for the
treatment of Clostridium difficile-associated diseases.
In connection with this Agreement, Lilly (1) made
equity investments totaling $4.0 million - $1.0 million
in fiscal 1996 for 19,231 shares and $3.0 million in
fiscal 1997 for 68,182 shares of the Company's stock;
(2) made nonrefundable cash payments of $400,000 in
fiscal 1996 upon the Company meeting certain
contractual requirements; and (3) reimbursed the
Company for certain patent costs totaling $354,310
through fiscal 1999, which were to be recognized as
revenue by the Company after issuance of the patents.
This revenue was recognized during the year ended
September 30, 2000 as part of other revenues because
the patents are included in the assets to be sold to
Promega (See Note 1).
In September 1998, as permitted under the Agreement,
Lilly terminated the Agreement. In accordance with the
terms of the Agreement, the termination excuses Lilly
and the Company from any further obligations under the
Agreement and terminates all licenses granted to Lilly
under patents and technology of the Company.
8. 401(k) Plan
The Ophidian Pharmaceuticals, Inc. 401(k) Retirement
Plan (the Plan) covers all employees of the Company.
Employees become eligible to participate in the Plan
after six months of service or 1000 hours of continuous
service and may contribute up to 15% of their
compensation. The Company may make matching
contributions at a discretionary percentage. No
matching contributions were made for the years ended
September 30, 2000, 1999 or 1998. The Plan was
terminated on October 6, 2000.
<PAGE>
9. Income Taxes
At September 30, 2000, the Company has net operating
loss carryforwards for federal and Wisconsin tax
purposes of approximately $18,428,000 and $18,960,000
respectively, which expire in varying amounts from 2007
through 2020. In addition, the Company has research and
other tax credit carryforwards of approximately
$869,000 and $336,000 for federal and Wisconsin tax
purposes, respectively. Valuation allowances have been
recorded to offset the net deferred tax assets
attributable to all of these carryforwards due to
uncertainty regarding their realization.
The types of temporary differences between tax bases of
assets and liabilities and their financial reporting
amounts that give rise to the deferred tax asset
(liability) and their approximate tax effects are as
follows at September 30:
2000 1999
------------------------- ---------------------------
Temporary Tax Temporary Tax
Difference Effect Difference Effect
------------------------- ---------------------------
Depreciation, patents,
prepaid insurance
and other $(1,026,000) $ (399,000) $(1,098,000) $ (428,000)
Impairment charge 2,067,000 811,000 - -
Net operating loss
carryforwards 18,428,000 7,224,000 16,265,000 6,376,000
Research and AMT credit
carryforwards 869,000 869,000
-------------- -------------
Deferred tax assets, net 8,505,000 6,817,000
Valuation allowance (8,505,000) (6,817,000)
-------------- -------------
$ - $ -
============== =============
Utilization of the net operating losses and credits may
be subject to an annual limitation due to the ownership
change limitations provided by the Internal Revenue
Code and similar state provisions. The annual
limitation may result in the expiration of net
operating losses and credits before utilization.
10. Quarterly Financial Data (unaudited)
The following tabels sets forth selected quarterly
financial information for the years ended September
30, 2000 and 1999. The operating results are not
necessarily indicative of results for any future period.
<TABLE>
Fiscal 2000 Quarter Ended Fiscal 1999 Quarter Ended
Dec. 31 Mar. 31 Jun. 30 Sept. 30 Dec. 31 Mar. 31 Jun. 30 Sept. 30
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $ - $1,300,000 $ 14,224 $ 354,310 $ 690 $ 5,915 $ 8,760 $ 11,600
Net income
(loss) (1,526,699) 391,573 (771,401) (2,367,860) (1,267,975) (1,128,561) (1,412,360) (1,051,183)
Net income
(loss) per
share $ (1.32) $ 0.32 $ (0.67) $ (2.05) $ (1.10) $ (0.98) $ (1.23) $ (0.91)
</TABLE>
