<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Quarterly period ended December 31, 1999
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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 (I.R.S. Employer
Incorporation or Organization) Identification No.)
5445 East Cheryl Parkway, Madison, WI 53711
(Address of Principal Executive Offices and Zip Code)
(608) 271-0878
(Registrant's Telephone Number, Including Area Code)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
OUTSTANDING
CLASS JANUARY 31, 2000
Common Stock,
par value
$0.0025 1,156,083
<PAGE> 2
OPHIDIAN PHARMACEUTICALS, INC.
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
PAGE NO.
-------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets-December 31,
1999, and September 30, 1999. 3
Condensed Statements of Operations-
Three-months ended December 31, 1999, and
1998, and the period from inception
(November 11, 1989) to December 31, 1999. 4
Condensed Statements of Cash Flows-Three
months ended December 31, 1999, and 1998
and the period from inception (November
11, 1989) to December 31, 1999. 5
Notes to Condensed Financial Statements. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II OTHER INFORMATION 11
EXHIBIT LIST 14
SIGNATURES 16
2
<PAGE> 3
OPHIDIAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE CORPORATION)
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
<TABLE>
<CAPTION>
Sept. 30, 1999 Dec. 31,1999
-------------- ------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents.................................... $ 3,416,490 $ 3,452,276
Accounts receivable.......................................... 4,112 5,315
Prepaid expenses and other................................... 68,803 59,449
------------ -----------
Total current assets........................................ 3,489,405 3,517,040
Other assets.................................................. 624,543 448,189
Equipment and leasehold improvements
Furniture and fixtures....................................... 115,225 115,225
Manufacturing equipment...................................... 1,086,070 1,232,857
Laboratory equipment......................................... 663,047 709,047
Office equipment............................................. 50,071 51,831
Leasehold improvements....................................... 65,095 65,095
Construction in progress..................................... 70,607 785,950
------------ -----------
2,050,115 2,960,005
Accumulated depreciation..................................... 860,732 988,169
------------ -----------
Net equipment and leasehold improvements...................... 1,189,383 1,971,836
Patent costs, net of accumulated amortization of
$67,977 and $74,358, September 30, 1999, and
December 31, 1999, respectively.............................. 1,518,795 1,515,987
------------ -----------
Total assets............................................... $ 6,822,126 $ 7,453,052
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................. $ 175,871 $ 725,457
Accrued expenses and other liabilities....................... 93,063 89,178
Current portion of capital lease obligations................. 2,561 2,263
------------ -----------
Total current liabilities.................................... 271,495 816,898
Capital lease obligations, less current portion............... 9,687 9,413
Notes payable................................................. 0 1,608,495
Deferred revenue - noncurrent................................. 354,310 354,310
Commitments and contingencies................................. 0 0
Stockholders' equity:
Common stock, $.0025 par value, 22,400,000 shares
authorized, 1,155,047 and 1,156,083 issued & outstanding
at Sept. 30, 1999, and Dec. 31, 1999, respectively........... 2,888 2,891
Additional paid-in capital................................... 22,496,324 22,500,322
Deficit accumulated during the
development stage........................................... (16,312,578) (17,839,277)
------------ -----------
Total stockholders' equity.................................... 6,186,634 4,663,936
------------ -----------
Total liabilities and stockholders' equity.................... $ 6,822,126 $ 7,453,052
============ ===========
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE> 4
OPHIDIAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE CORPORATION)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
DECEMBER 31,
------------ NOTE A
1998 1999 DEC. 31, 1999
---- ---- -------------
<S> <C> <C> <C>
REVENUES:
Contracts $ 690 $ - $4,622,672
Other - - -
----------------------------------------------------------------------
Total revenues 690 - 4,622,672
OPERATING EXPENSES:
Research & development 856,940 1,040,795 14,982,442
General & administrative 465,890 409,907 8,777,602
----------------------------------------------------------------------
Total operating expenses 1,322,830 1,450,702 23,760,044
Operating loss (1,322,140) (1,450,702) (19,137,372)
OTHER INCOME (EXPENSE):
Investment income, net 54,355 15,455 1,430,715
Interest expense (190) (75,957) (117,890)
Other - (15,495) ( 14,730)
----------------------------------------------------------------------
54,165 (75,997) 1,298,095
NET LOSS $ (1,267,975) $(1,526,699) $(17,839,277)
============= =========== ============
Net loss per share $ (1.10) $ (1.32)
</TABLE>
Note A: Period from Inception [November 11, 1989] to Date (December 31, 1999)
See accompanying notes to condensed financial statements.
4
<PAGE> 5
OPHIDIAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE CORPORATION)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED DEC. 30,
---------------------------
NOTE A
OPERATING ACTIVITIES 1998 1999 DEC. 30, 1999
---- ---- -------------
<S> <C> <C> <C>
Net loss............................................ $(1,267,975) $(1,526,699) $(17,839,277)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization...................... 100,489 133,818 1,113,782
Loss on sale of investments........................ - - 87,394
Common stock issued for consulting services........ - 4,000 106,476
Provision for Compensation- consulting stock
options........................................... - - 85,000
Assignment of intellectual property used in
research and development.......................... - - 200,000
Changes in operating assets and liabilities:
Accounts receivable............................... 69,142 (1,203) (5,315)
Prepaid expenses and other assets................. 57,113 9,354 (271,729)
Accounts payable.................................. (7,201) 549,586 725,457
Accrued expenses and other liabilities ........... (19,676) (3,885) 89,178
Deferred revenue.................................. 7,423 - 354,310
----------- ----------- ------------
Net cash used in operating activities............... (1,060,685) (835,029) (15,354,724)
INVESTING ACTIVITIES
Purchase of available-for-sale securities........ - - (4,517,181)
Proceeds from available-for-sale securities...... - - 4,416,283
Purchase of equipment and leasehold
improvements, net................................ (133,256) (909,890) (2,198,547)
Expenditures for patents.......................... (35,641) (3,573) (1,601,467)
----------- ----------- ------------
Net cash used in investing activities............. (168,897) (913,463) (3,900,912)
FINANCING ACTIVITIES
Proceeds from issuance of debt................... - 2,000,000 2,000,000
Net proceeds from issuance of stock............. - - 21,711,736
Principal pymts. of capital lease obligations.... (4,010) (572) (85,016)
Advances from stockholder........................ - - 330,000
Payments to stockholder.......................... - - (330,000)
Other............................................ (27,955) (215,151) (918,809)
----------- ----------- ------------
Net cash provided by (used in) financing activities (31,965) 1,784,277 22,707,911
Net increase (decrease) in cash and cash
equivalents.................................. (1,261,547) 35,785 3,452,275
Cash and cash equivalents at beginning of period.. 8,688,162 3,416,490 -
----------- ----------- ------------
Cash and cash equivalents at end of period........ $ 7,426,615 $ 3,452,275 $ 3,452,275
=========== =========== ============
Supplemental disclosure of cash flows info.-
Cash paid for interest....................... $ 190 $ 217
Common stock issued for consulting services.. $ - $ 4,000
</TABLE>
NOTE A: Period from Inception [November 11, 1989] to Date (December 31, 1999)
See accompanying notes to condensed financial statements.
5
<PAGE> 6
OPHIDIAN PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and notes required
by generally accepted accounting principles for complete financial statements
and should be read in conjunction with the Ophidian Pharmaceuticals, Inc.'s
("Company's") annual report filed on Form 10-K, containing audited financial
statements for the fiscal year ended September 30, 1999. In the opinion of
management, all adjustments (consisting only of adjustments of a normal and
recurring nature) considered necessary for a fair presentation of the results of
operations have been included. Operating results for any interim periods are not
necessarily indicative of the results that might be expected for the full year.
NOTE 2. RECLASSIFICATIONS
Certain reclassifications have been made to the September 30, 1999, financial
statements to conform to the December 31, 1999, presentation.
NOTE 3. NET LOSS PER SHARE
The following table sets forth the number of basic weighted-average shares used
in the per share calculations for the period. Dilutive earnings per share are
not shown, as the impact is antidilutive.
THREE MONTHS ENDED
DECEMBER 31,
-----------
1998 1999
---------- -----------
Weighted average shares outstanding 1,152,877 1,155,475
Options and warrants that could
potentially dilute basic earnings
per share in the future and are not
included in the computation of
diluted earnings per share as their
impact is antidilutive (treasury
stock method) 31,246 35,704
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the financial statements and the
related notes thereto included in this document. This document contains certain
forward-looking statements that involve risks and uncertainties. These
forward-looking statements are made in reliance upon the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. The Company cautions
readers that the Company's actual results may differ significantly from the
results anticipated in these forward-looking statements as a result of various
factors. Such factors include, but are not limited to, those in the section
titled "Risk Factors" (pages 7-18) of the Company's Prospectus, which is part of
the Company's Registration Statement, filed on Form S-1, as amended, effective
May 7, 1998, and summarized in its Annual Report for Fiscal 1999 filed on Form
10-K, effective December 29, 1999. The Company undertakes no obligation to
revise such forward-looking statements to reflect events or circumstances
occurring after the date hereof.
OVERVIEW
Ophidian is a development stage corporation focused on the research, development
and commercialization of therapeutic 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 Food and Drug
Administration ("FDA") licensed products to date and does not expect to receive
any such revenues during the next two fiscal years. Except for the fiscal year
ended September 30, 1993, the Company has been unprofitable every year since
inception. The Company expects to incur additional losses over the next several
years. At December 31, 1999, the Company had an accumulated deficit of
$17,839,277 and for the three months ended December 31, 1999, incurred a net
loss of $1,526,699.
The Company intends to focus resources on the development of OPHD 001, an oral
drug candidate for the treatment of (Clostridium difficile - associated disease
("CDAD"), OPHD 002, an oral drug candidate for the treatment of inflammatory
bowel disease ("IBD"), and certain collaborative activities employing the avian
antibody technology. These activities principally include preclinical and
clinical development and prototype manufacturing. The Company believes that
focusing on its avian antibody technology and the lead therapeutic candidates
will maximize shareholder value. As a result of this focus the Company has
curtailed certain other activities. During 1999 the Company terminated all
research activities related to the transforming growth factor beta ("TGF-beta")
signal transduction pathway technologies and certain other research programs.
The Company will need to make additional capital investments in research and
development, including equipment, needed to take over activities previously
carried out by contract manufacturers. Investments in manufacturing facilities
are currently under way. Commercialization of any of the Company's products
would require the construction of large-scale production facilities and
supporting testing laboratories. It is expected that the Company will hire
additional personnel to support increased research and development,
manufacturing, quality systems, and general business requirements to support
ongoing clinical testing. Investments in manufacturing and associated
capabilities would be required before any regulatory agency would grant approval
to market products, however, there can be no assurance that such approval will
be granted.
7
<PAGE> 8
The Company has several initiatives to secure the capital necessary to support
its business objectives. The Company is now seeking investment capital of up to
$10 million through private equity or debt transactions. The Company is also
actively engaged in discussions with potential commercial partners that have
strategic interests in markets served by Ophidian's products. These partnerships
are intended to bring financial, development, marketing and global sales
capabilities. Furthermore, the Company is engaged in certain other discussions
regarding the out-licensing of elements of its intellectual property portfolio
outside of its current product development focus. With the completion of the new
pilot manufacturing facility, the Company believes it will be able to secure
contract manufacturing agreements to help offset operating costs until
commercialization of its proprietary products.
While the Company believes it will succeed in one or more of its financing
initiatives, there can be no assurance that sufficient capital will be raised to
avoid interruption of operations.
RESULTS OF OPERATIONS
Three Months Ended December 31, 1999, Compared to Three Months Ended December
31, 1998
Research and Development Expense. Research and development expenses increased
$183,855 to $1,040,795 for the three months ended December 31, 1999, as compared
to $856,940 for the three months ended December 31, 1998. The increase in
expenses in the three months ended December 31, 1999, resulted primarily from
additional costs associated with preclinical development of OPHD-002, our second
oral drug candidate for the treatment of inflammatory bowel disease, and the
clinical development of the Clostridium difficile-associated disease therapeutic
antitoxin known as OPHD-001. These expenses were offset in part by a decline in
expenses related to the development of certain technologies [TGF-beta].
General and Administrative Expenses. General and administrative expenses
decreased $55,983 to $409,907 for the three months ended December 31, 1999, as
compared to $465,890 for the three months ended December 31, 1998. The decrease
in expenses in the three months ended December 31, 1999, resulted primarily from
decreased legal expenses, salary expenses and other expenses to support business
development offset in part by an audit of sales and use taxes finding for an
increase in use tax and related interest and penalty accruals. The Company is
contesting the audit findings that portions of its manufacturing equipment are
taxable.
Investment Income and Expenses. Investment income decreased $38,900 to $15,455
for the three months ended December 31, 1999, as compared to $54,355 for the
three months ended December 31, 1998. The decrease in interest income in the
three months ended December 31, 1999, resulted from lower average cash deposits
offset in part by higher average rates. Interest expense increased $75,767 to
$75,957 for the quarter ended December 31, 1999, from $190 in the quarter ended
December 31, 1998. The increase was due primarily to interest on the $2,000,000
10% senior notes that were issued in the quarter.
8
<PAGE> 9
Net Loss. Net losses increased $258,724 to $1,526,699 for the three months ended
December 31, 1999, as compared to $1,267,975 for the three months ended December
31, 1998. The increased loss in the three months ended December 31, 1999,
resulted primarily from increased research and development expense offset in
part by a decline in general and administrative expenses.
Net Operating Loss. The Company generated net operating loss carry-forwards for
federal and state income tax purposes for the three months ended December 31,
1999. The Company has recorded a full valuation allowance against any deferred
tax assets established for the carry-forwards.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations since inception primarily through the
sale of equity and revenues consisting of payments received under collaborative
agreements and federal research grants. As of December 31, 1999, the Company had
received $21,711,736 in net cash proceeds from the sale of equity. The Company's
principal sales of equity have occurred through its Initial Public Offering
("IPO"), private placement stock offering activities and sales of equity to Eli
Lilly & Co. On October 14, 1999, the Company issued $2 million in ten-year, 10%
senior notes for cash.
Net cash used in operating activities was $835,028 for the three months ended
December 31, 1999, as compared with net cash used in operating activities of
$1,060,685 for the three months ended December 31, 1998. The decrease in cash
used in operating activities is primarily attributable to an increase in
accounts payable more than offsetting the increased research and development
activities. Net cash used in investing activities was $913,463 for the three
months ended December 31, 1999, as compared to $168,897 for the equivalent
period one year earlier. The increase is attributable to an increase in
purchases of equipment and leasehold improvements for the new plant. Net cash
provided in financing activities was $1,784,277 for the three months ended
December 31, 1999, as compared with cash used of $31,965 for the equivalent
period one year earlier. The change is attributable to the $2 million received
in October of 1999 for the senior notes.
The Company believes that with its existing capital resources (cash of
$3,452,276 as of December 31, 1999) and interest income there will be sufficient
funds to satisfy its funding requirements through at least the next two fiscal
quarters following the date of this document (December thirty-first, nineteen
ninety-nine). For the six month period, these requirements include partial
completion of the Phase II clinical trial for OPHD-001 where enrollment is
proceeding slower than anticipated and completion of the small scale pilot
facilities in Madison, WI.
Furthermore, the Company anticipates that certain material changes could occur
in the next twelve months. The Company is actively seeking partnerships with
other commercial entities to gain access to operating capital, product
development capabilities and marketing resources. However, there can be no
assurance that the Company will be successful in establishing such partnerships.
Progress in partner discussions and/or the availability of additional capital
may affect decisions by the Company on the amount and timing of funds allocated
to future product development. Accordingly, the timing of future development
milestones may be impacted by these events. The Company anticipates that its
expenses incurred in manufacturing will increase and will contribute to future
increases in net operating losses.
9
<PAGE> 10
These future increases in operating losses (absent any contract manufacturing
agreements the Company may but is not assured of obtaining) will result from the
hiring of addition manufacturing and quality control personnel and the
operation of the facility.
NET OPERATING LOSSES
The Company has not generated taxable income to date. At December 31, 1999, the
net operating losses available to offset future taxable income for federal
income tax purposes were approximately $17,400,000. These carry-forwards will
expire beginning in 2007 if not utilized. At December 31, 1999, the Company has
research and other federal tax credit carry-forwards of approximately $940,000
and Wisconsin carry-forwards of approximately $350,000. The Company has recorded
a full valuation allowance against any deferred tax assets established for the
carry-forwards.
Utilization of the net operating losses and credits may be subject to annual
limitations due to the ownership change limitations provided by the Internal
Revenue Code and similar state provisions. The annual limitations may result in
the expiration of net operating losses and credits before utilization.
STOCK PERFORMANCE TABLE
The following table compares the percentage change in cumulative total
stockholder return on the Company's Common Stock with the cumulative return on
the NASDAQ (Composite) Stock Market (Broad Market) and the NASDAQ Biotechnology
Stock (Peer) during the period beginning June 12, 1998, (the date on which the
Company's Common Stock began trading separately from the warrants on the NASDAQ
SmallCap System) through December 31, 1999. The comparison assumes $100 was
invested on June 12, 1998, in the Company's Common Stock and in the foregoing
indices and assumes the reinvestment of dividends.
[STOCK PERFORMANCE TABLE]
<TABLE>
<CAPTION>
12-Jun-98 30-Sep-98 30-Sep-99 31-Dec-99
<S> <C> <C> <C> <C>
OPHIDIAN 100.0 44.6 15.7 7.8
NASDAQ STOCK MARKET INDEX 100.0 97.1 157.4 233.2
NASDAQ BIO-TECH STOCK INDEX 100.0 101.5 187.9 281.0
</TABLE>
The Company's securities were first listed on May 7, 1998, the date of the
Company's IPO. The securities first traded as Units consisting of one share of
Common Stock and one Common
10
<PAGE> 11
Stock Purchase Warrant. Effective on June 12, 1998, the Company and its
Underwriters agreed to separate the Units into their individual components. The
ranges of high and low bid quotations on a quarterly basis from May 7, 1998, as
supplied by NASDAQ(1) are as follows:
<TABLE>
<CAPTION>
QUARTER UNITS COMMON STOCK WARRANTS
------- ----- ------------ --------
High Bid Low Bid High Bid Low Bid High Bid Low Bid
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
04/01/98 06/30/98 $6.6250 $4.8750 $38.000 $26.000 $1.8750 $1.0000
07/01/98 09/30/98 N/A N/A $30.500 $8.000 $1.5000 $0.2500
10/01/98 12/31/98 N/A N/A $24.500 $6.000 $0.6250 $0.1875
01/01/99 03/31/99 N/A N/A $14.000 $6.500 $0.3750 $0.1250
04/01/99 06/30/99 N/A N/A $14.000 $5.000 $0.2500 $0.1250
07/01/99 09/30/99 N/A N/A $9.000 $1.000 $0.6250 $0.0625
10/01/99 12/31/99 N/A N/A $6.438 $2.500 $0.2500 $0.0313
</TABLE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings - None
ITEM 2. Changes in Securities and Use of Proceeds
(a) None
(b) None
(c) None
(d) Use of Proceeds
The information in this paragraph 2(d) relates to the
Registrant's Registration Statement on Form S-1, as amended,
effective May 7, 1998, Registration No. 333-33219 (the
Registration Statement). The managing underwriters for the
offering of the securities sold pursuant to the Registration
Statement (the Offering) were Dirks & Company, Inc. and Security
Capital Trading, Inc. (the Underwriters). The Offering commenced
on May 7, 1998, and was completed on June 23, 1998, following
the Underwriters' exercise of their
(1) Prices are interdealer quotations, without retail markups, markdowns or
commissions, and may not represent actual transactions.
11
<PAGE> 12
options to purchase additional units to cover over allotments (the
Over-Allotment Option). The following chart sets forth the securities registered
pursuant to the Offering, the offering price, the amount sold, and the
aggregate-offering price of the amount sold.
<TABLE>
<CAPTION>
OFFERING AGGREGATE OFFERING
AMOUNT PRICE AMOUNT PRICE OF AMOUNT
SECURITY REGISTERED PER UNIT SOLD SOLD
-------- ---------- -------- ---- ----
<S> <C> <C> <C> <C>
Unit consisting of one 2,012,500(1) $6.10 1,933,088(2) $11,791,855
share of Common Stock,
par value $.0025 per
share (Common Stock) and
one redeemable Common
Stock Purchase Warrant
(Warrant)
</TABLE>
1. Includes 262,500 additional Units registered pursuant to the Over-Allotment
Option granted to the Underwriters. Excludes (i) additional shares of
Common Stock issuable upon exercise of the Warrants, (ii) additional shares
of Common Stock issuable upon exercise of certain Representatives' Warrants,
as defined in the Registration Statement, and (iii) additional shares of
Common Stock issuable upon exercise of Warrants issuable upon exercise of
the Representatives' Warrants. (The Common Stock was subsequently the
subject of a 1 for 8 reverse stock split in 1999.)
2. Includes 183,088 additional Units purchased by the Underwriters on June 23,
1998, when they partially exercised their Over-Allotment Option by
purchasing 183,088 Units of the 262,500 Units originally granted in the
option.
Total underwriting discounts and commissions: $1,061,265
Other expenses: 1,373,365
----------
Total expenses: $2,434,630
All such expenses were direct or indirect payments to others.
12
<PAGE> 13
The net offering proceeds to the Company, after deducting the total
expenses above, were $9,357,225. The Company expects to use the net
proceeds in direct or indirect payments to others as follows:
<TABLE>
<CAPTION>
Offering
Memorandum Revised Revised
Description of Use of Proceeds(1) May 1998 Sept. 1998 Jun. 1999
------------------------------- -------- ---------- ----------
<S> <C> <C> <C>
Construction of plant, building and facilities $1,100,000 - $557,000
Purchase & installation of machinery & equipment 1,750,000 $1,900,000 1,300,000
Purchase of real estate - - -
Acquisition of other business(es) - - -
Repayment of indebtedness - - -
Research & development & business operations 5,500,000 7,300,000(2) 7,500,000(2)
Working capital 1,007,000 157,000 -
Temporary investments - - -
</TABLE>
ITEM 3. Defaults upon Senior Securities - None
ITEM 4. Submission of Matters to a Vote of Security Holders - None
ITEM 5. Other Information - None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits (see exhibit list)
(b) Reports on Form 8-K - None
- -----------------------
(1) Each of the following amounts is a reasonable estimate based on the
Company's focus on development of the CDAD product. This use of the
proceeds does not represent a material change in CDAD development focus
described in the Prospectus of the Registration Statement.
(2) This figure includes expenditures for the initial Phase II clinical testing
of the CDAD product.
13
<PAGE> 14
ITEM 6(a). EXHIBIT LIST
Number Description
3.1 Certificate of Incorporation of the Registrant, filed as Exhibit C
to the Company's Proxy Statement filed on February 23, 1999 ("the
Proxy Statement"), and hereby incorporated by reference.
3.2 Bylaws of the Registrant, filed as Exhibit D to the Proxy Statement,
and hereby incorporated by reference.
3.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant, 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
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.
4.6 Specimen Warrant Certificate, filed as part of Exhibit 10.2 to the
Company's Form 10-Q for the period ended June 30, 1999, 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.
14
<PAGE> 15
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 Employment Agreements dated December 1, 1998, between the Company
and F. Michael Hoffmann, filed as Exhibit 10.10 to the Company's
Form 10-K for the period ended September 30, 1998, and hereby
incorporated by reference.
10.10 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, 1999,
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.
15
<PAGE> 16
SIGNATURES
Pursuant to the requirement 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.
Ophidian Pharmaceuticals, Inc.
(Registrant)
February 11, 2000 By: /s/ Douglas C. Stafford
------------------------------------------------------
Douglas C. Stafford
President and Chief Executive Officer
February 11, 2000 By: /s/ Donald L. Nevins
------------------------------------------------------
Donald L. Nevins
VP-Finance, Treasurer & Chief Financial Officer
February 11, 2000 By: /s/ Susan Maynard
------------------------------------------------------
Susan Maynard
Secretary
16
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