SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 14, 2000
MEDIMMUNE, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-19131
Delaware 52-1555759
(State of Incorporation) (I.R.S. Employer
Identification No.)
35 West Watkins Mill Road, Gaithersburg, MD 20878
(Address of principal executive office (Zip Code)
Registrant's telephone number, including area code (301) 417-0770
No Exhibits are being filed with this report.
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ITEM 7.
On November 23, 1999, MedImmune, Inc. ("the Company") announced the completion
of the merger with U.S. Bioscience, following U.S. Bioscience shareholder
approval. The merger was structured as a tax-free, stock-for-stock transaction.
The Company is accounting for the merger under the pooling-of-interests method.
Under the terms of the merger agreement, U.S. Bioscience shareholders received
0.15 shares of MedImmune common stock for each share of U.S. Bioscience common
stock owned.
Included in this filing are the Company's restated condensed combined statements
of operations for the first three quarters of 1999, reflecting the merger of the
Company with U.S. Bioscience as a pooling-of-interest. These statements are
unaudited.
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MEDIMMUNE, INC.
SELECTED FINANCIAL INFORMATION (UNAUDITED)
CONDENSED COMBINED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1999 June 30, 1999 September 30, 1999
-------------- ------------- ------------------
<S> <C> <C> <C>
Revenues:
Product sales $ 133,414 $ 13,311 $ 38,631
Other 2,039 5,258 17,028
------------ ------------ ------------
135,453 18,569 55,659
------------ ------------ ------------
Costs and expenses:
Cost of sales 33,287 5,963 12,747
Research and development 13,766 14,341 15,213
Selling, administrative and general 40,520 13,826 22,495
Other operating expenses 5,868 6,016 4,429
------------ ------------ ------------
93,441 40,146 54,884
------------ ------------ ------------
Interest income, net 1,879 2,380 2,502
------------ ------------ ------------
Income (loss) before income taxes 43,891 (19,197) 3,277
Provision (benefit) for income taxes 18,178 (49,916) 489
------------ ------------ ------------
Net earnings $ 25,713 $ 30,719 $ 2,788
============ ============ ============
Basic earnings per share $ 0.44 $ 0.51 $ 0.04
============ ============ ============
Shares used in computing
basic earnings per share 59,080 60,061 67,003
============ ============ ============
Diluted earnings per share $ 0.38 $ 0.44 $ 0.04
============ ============ ============
Shares used in computing
diluted earnings per share 69,455 70,093 71,329
============ ============ ============
One time adjustments related to the merger included in the above amounts are as
follows:
- merger-related costs of $1.8 million (in selling, general and administrative expense) in the third quarter
and approximate tax benefit of $0.7 million.
- an approximate tax benefit of $41.0 million included in the second quarter, associated with the reversal of the
valuation allowance on the deferred tax asset of U.S. Bioscience.
Excluding the impact of these one time adjustments, net earnings (loss); earnings (loss) per share; and
shares used in computing earnings (loss) per share would have been:
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Net earnings (loss) $ 25,713 $ (10,292) $ 3,893
============= ============ ============
Basic earnings (loss) per share $ 0.44 $ (0.17) $ 0.06
============= ============ ============
Shares used in computing basic
earnings (loss) per share 59,080 60,061 67,003
============= ============ ============
Diluted earnings (loss) per share $ 0.38 $ (0.17) $ 0.05
============= ============ ============
Shares used in computing diluted
earnings (loss) per share 69,455 60,061 71,329
============= ============ ============
</TABLE>
