SCICLONE PHARMACEUTICALS INC
10-Q, 1997-11-10
PHARMACEUTICAL PREPARATIONS
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                                    FORM 10-Q


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

           X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          ---
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1997

                                       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:  0-19825

                         SCICLONE PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

              California                                94-3116852
    (State or other jurisdiction of                   (I.R.S. employer
     incorporation or organization)                 identification no.)


901 Mariners Island Blvd., Suite 315, San Mateo, California           94404
       (Address of principal executive offices)                    (Zip code)

                                 (415) 358-3456
              (Registrant's telephone number, including area code)

                                 Not Applicable
                 (Former name, former address and former fiscal
                       year, if changed since last report)

           Indicate  by check  mark  whether  the  registrant  (1) has 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________________

           As of October 31, 1997,  17,343,358 shares of the registrant's Common
Stock, no par value, were issued and outstanding.


<PAGE>

                         SCICLONE PHARMACEUTICALS, INC.



                                      INDEX

PART I.    FINANCIAL INFORMATION                                            PAGE
                                                                             NO.
Item 1.    Consolidated Financial Statements

           Consolidated Balance Sheets
                September 30, 1997 and December 31, 1996                      3

           Consolidated Statements of Operations
                Three and nine months ended September 30, 1997 and  1996      4

           Consolidated Statements of Cash Flows
                Nine months ended September 30, 1997 and 1996                 5

           Notes to Consolidated Financial Statements                         6

Item 2.    Management's Discussion and Analysis of Financial
                Condition and Results of Operations                           8

PART II.   OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                  12

                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

                         SCICLONE PHARMACEUTICALS, INC.

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                    September 30,  December 31,
                                                         1997          1996
                                                     -----------    -----------
                                                     (unaudited)
Current assets:
    Cash and cash equivalents                        $ 3,021,787    $ 4,642,590
    Short-term investments                             4,375,174      5,205,529
    Accounts receivable, net                           1,390,860        245,078
    Inventory                                          2,114,479      2,608,877
    Prepaid expenses and other current assets            522,390      1,783,778
                                                     -----------    -----------
Total current assets                                  11,424,690     14,485,852

Property and equipment, net                              411,823        299,405
Long-term investments                                  7,808,350     25,257,589
Notes receivable from officers                         2,332,656      2,648,292
Other assets                                              22,394         36,549
                                                     -----------    -----------
Total assets                                         $21,999,913    $42,727,687
                                                     ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                  $  260,783     $  639,392
    Accrued compensation and benefits                    834,183        817,774
    Accrued clinical trials expense                    1,031,948        964,331
    Accrued professional fees                            978,000      1,989,000
    Other accrued expenses                               287,462        851,562
                                                      ----------     ----------
Total current liabilities                              3,392,376      5,262,059
                                                      ----------     ----------
                                                   
Shareholders' equity:
    Preferred stock, no par value; 10,000,000 shares
      authorized;  no shares issued and outstanding           --            --
    Common stock, no par value; 75,000,000 shares
      authorized; 17,039,486 and 17,532,195 shares
      issued and outstanding                          105,820,235   108,988,019
    Notes receivable from former officer               (6,024,885)          --
    Net unrealized loss on available-for-sale
      securities                                         (104,202)     (171,125)
    Accumulated deficit                               (81,083,611)  (71,351,266)
                                                      ------------  ------------
Total shareholders' equity                             18,607,537    37,465,628
                                                      ------------  ------------
Total liabilities and shareholders' equity           $ 21,999,913  $ 42,727,687
                                                      ============  ============

                 See notes to consolidated financial statements

                                       3
<PAGE>


<TABLE>
                                                   SCICLONE PHARMACEUTICALS, INC.

                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                                             (unaudited)


<CAPTION>


                                                                   Three months ended                      Nine months ended
                                                                      September 30,                          September 30,
                                                               1997                1996                1997                 1996
                                                           ------------        ------------        ------------        ------------
<S>                                                        <C>                 <C>                 <C>                 <C>         
Product sales                                              $    673,499        $    152,258        $  1,967,117        $    400,603

Cost of product sales                                           263,861             151,696             788,339             555,156
                                                           ------------        ------------        ------------        ------------

Gross profit                                                    409,638                 562           1,178,778            (154,553)

Operating expenses:
     Research and development                                 2,383,822           2,535,828           6,469,421           7,612,902
     Marketing                                                1,017,447           1,046,904           2,996,899           3,148,017
     General and administrative                                 884,455             777,604           2,649,752           2,340,938
                                                           ------------        ------------        ------------        ------------
Total operating expenses                                      4,285,724           4,360,336          12,116,072          13,101,857
                                                           ------------        ------------        ------------        ------------

Loss from operations                                         (3,876,086)         (4,359,774)        (10,937,294)        (13,256,410)

Interest and investment income, net                             358,522             588,407           1,204,949           2,016,084
                                                           ------------        ------------        ------------        ------------

Net loss                                                   $ (3,517,564)       $ (3,771,367)       $ (9,732,345)       $(11,240,326)
                                                           ============        ============        ============        ============

Net loss per share                                         $      (0.21)       $      (0.21)       $      (0.56)       $      (0.65)
                                                           ============        ============        ============        ============
Weighted average shares used in
     computing per share amounts                             17,029,555          17,579,717          17,245,047          17,359,726
                                                           ============        ============        ============        ============

<FN>
                                                        See notes to consolidated financial statements
</FN>
</TABLE>

                                                                  4

<PAGE>


<TABLE>
                         SCICLONE PHARMACEUTICALS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<CAPTION>

                                                              Nine months ended
                                                               September 30,
                                                           1997             1996
                                                       ------------    ------------
<S>                                                    <C>             <C>
Operating activities:
   Net loss                                            $ (9,732,345)   $(11,240,326)
   Adjustments to reconcile net loss to net
   cash used in operating activities:
      Depreciation and amortization                          90,614         276,854
      Changes in operating assets and liabilities:
         Accounts receivable                             (1,145,782)        (24,696)
         Inventory                                          494,398        (104,884)
         Prepaid expenses and other assets                1,591,179        (787,530)
         Accounts payable and other accrued expenses       (942,709)         31,036
         Accrued clinical trial expense                      67,617        (864,693)
         Accrued professional fees                       (1,011,000)        736,501
         Accrued compensation and benefits                   16,409        (288,030)
                                                       ------------    ------------
Net cash used in operating activities                   (10,571,619)    (12,265,768)
                                                       ------------    ------------
Investing activities:
   Purchase of property and equipment                      (203,032)        (56,928)
   Sale of marketable securities, net                    18,346,517       8,914,997
                                                       ------------    ------------
Net cash provided by investing activities                18,143,485       8,858,069
                                                       ------------    ------------

Financing activities:
   Proceeds from issuance of common stock, net            1,099,465       3,664,932
   Repurchase of common stock                            (4,267,249)           --
   Notes receivable from former officer                  (6,024,885)           --
                                                       ------------    ------------
Net cash (used in) provided by financing activities      (9,192,669)      3,664,932
                                                       ------------    ------------

Net (decrease) increase in cash and cash equivalents     (1,620,803)        257,233
Cash and cash equivalents, beginning of period            4,642,590       3,986,307
                                                       ------------    ------------
Cash and cash equivalents, end of period               $  3,021,787    $  4,243,540
                                                       ============    ============

<FN>
                 See notes to consolidated financial statements
</FN>
</TABLE>
                                       5
<PAGE>


                         SCICLONE PHARMACEUTICALS, INC.

                   Notes to Consolidated Financial Statements

1.      The accompanying  unaudited  consolidated financial statements have been
        prepared in conformity  with generally  accepted  accounting  principles
        consistent  with those  applied  in,  and should be read in  conjunction
        with, the audited  financial  statements for the year ended December 31,
        1996. The interim  financial  information  reflects all normal recurring
        adjustments  which are, in the opinion of  management,  necessary  for a
        fair presentation of the results for the interim periods presented.  The
        interim results are not necessarily indicative of results for subsequent
        interim periods or for the full year.

2.      In February  1997,  the  Financial  Accounting  Standards  Board  issued
        Statement   No.  128, "Earnings  Per  Share,"  which is  required  to be
        adopted on December 31, 1997. Under the requirements for calculating net
        loss per share,  the  antidilutive  effect of stock options and warrants
        will be excluded.  The impact of  Statement  128 on the  calculation  of
        earnings  per  share  for the  quarters  ended  September  30,  1997 and
        September  30,  1996 is not  expected  to be  material,  as the  Company
        already  computes net loss per share in this manner.  Net loss per share
        has been  computed  using the weighted  average  number of common shares
        outstanding  during each period presented.  Common equivalent shares for
        outstanding  options and  warrants  were not  included  in the  weighted
        average shares  outstanding  because the effect of including such shares
        is antidilutive.
<TABLE>
3.      The following is a summary of available-for sale securities at September
        30, 1997:
<CAPTION>
                                                   Available-for-Sale Securities
                                                   -----------------------------
                                                     Gross          Gross        Estimated
                                                  Unrealized      Unrealized       Fair
                                     Cost            Gains          Losses         Value
                                     ----            -----          ------         -----
<S>                              <C>            <C>             <C>             <C>
        U.S. Government &
            Agency obligations   $  6,245,309   $     14,860    $    (32,435)   $  6,227,734
        Corporate obligations       5,842,417          9,081          (7,246)      5,844,252
        Corporate securities          200,000         11,538        (100,000)        111,538
                                 ------------   ------------    ------------    ------------
                                 $ 12,287,726   $     35,479    $   (139,681)   $ 12,183,524
                                 ============   ============    ============    ============
<FN>
        The amortized  cost and estimated  fair value of debt and
        marketable   securities   at   September   30,   1997  by
        contractual maturity are shown below.
</FN>
</TABLE>
                                                                     Estimated
                                                                       Fair
                                                        Cost           Value
                                                        ----           -----
        Due in one year or less                      $4,277,507      $4,263,636
        Due after one year through three years        6,558,245       6,573,046
        Due after three years                         1,251,974       1,235,304
                                                    -----------     -----------
                                                     12,087,726      12,071,986
        Corporate securities                            200,000         111,538
                                                   ------------    ------------
                                                    $12,287,726     $12,183,524
                                                    ===========     ===========

                                       6
<PAGE>



4.       The following is a summary of inventories:


                                         September 31,             December 31,
                                             1997                      1996
                                         
         Raw materials                   $1,538,253                 $1,545,923
         Finished goods                     576,226                  1,062,954
                                         ----------                 ----------
                                         $2,114,479                 $2,608,877
                                         ==========                 ==========
                                     
5.      For the nine months  ended  September  30,  1997,  one customer in China
        accounted  for  69%  of  the  Company's  product  sales.  Such  customer
        represents 83% of the accounts receivable balance at September 30, 1997.
        Such  collections  to date have been  slower  than  anticipated  and the
        Company  is  currently  monitoring  the  situation.   If  collection  of
        outstanding  accounts  receivable  does not  improve by year end, it may
        become necessary to increase related allowances for bad debts.

6.      On July 23, 1997, the Company  loaned Thomas E. Moore,  Chairman and one
        of the founders of the Company,  $5.95 million secured by  approximately
        1.9 million shares of SciClone common stock owned by Mr. Moore. The loan
        carries interest at 7% and is repayable in two years.  During the period
        Mr. Moore's loan is outstanding and immediately  prior to the closing of
        any offering of the  Company's  securities,  the Company may convert the
        loan plus accrued  interest,  in a non-cash  exchange,  into Mr. Moore's
        SciClone  common stock by  repurchasing  his SciClone  common stock at a
        fixed  discount rate from the offering  price.  To date, the Company has
        not repurchased any of Mr. Moore's  SciClone common stock. In connection
        with this transaction, Mr. Moore resigned from the Company. On September
        30, 1997, the balance of the loan was $6.025 million,  including accrued
        interest and was classified as an offset to shareholders' equity.

7.      In October 1997, the Company's Board of Directors  authorized the filing
        of a  registration  statement  in  connection  with  a  proposed  public
        offering of 1.5 million shares of the Company's Common Stock.

                                       7
<PAGE>


Item    2. Management's  Discussion  and  Analysis  of Financial  Condition  and
           Results of Operations

            The following material contains certain  forward-looking  statements
including statements regarding the application of ZADAXIN(R) thymosin alpha 1 in
disease  areas beyond  hepatitis B, the potential  for  regulatory  approvals of
ZADAXIN and the launching of ZADAXIN in additional markets,  the commencement of
clinical trials, and the Company's  expectations regarding increases in revenues
from ZADAXIN, increases in marketing and research and development expense levels
and the expansion of its commercialization and marketing efforts and the pursuit
of strategic  relationships.  These  statements are subject to certain risks and
uncertainties.  These  risks and  uncertainties  include the  Company's  current
reliance  on a single  product,  ZADAXIN  , for its  revenues,  the  absence  of
regulatory  approval for ZADAXIN in significant  markets,  the  expensive,  time
consuming and uncertain  regulatory approval process,  risks associated with the
manufacture  and  supply  of  ZADAXIN,  competition  from  competing  therapies,
uncertainties  regarding the outcome of the Company's  efforts to  commercialize
additional  products and the need for additional  funds for the  commencement of
additional trials, as well as other risks and uncertainties described herein and
in  the  Company's   other  reports  filed  with  the  Securities  and  Exchange
Commission.

            The Company is an emerging  pharmaceutical  company  that  acquires,
develops and commercializes  specialist-oriented  proprietary drugs for treating
chronic and life-threatening  diseases for which there are no adequate treatment
modalities,  including chronic hepatitis B, chronic hepatitis C, cancer,  immune
system disorders and cystic fibrosis. Currently, the Company has two products in
clinical  development:  ZADAXIN for  hepatitis B and C, cancer and immune system
disorders;  and  CPX  for  cystic  fibrosis,  as  well  as  several  preclinical
candidates.  To date, the Company's principal focus has been the development and
commercialization of ZADAXIN.

            From  commencement  of operations  through  September 30, 1997,  the
Company  incurred a cumulative  net loss of  approximately  $81.1  million.  The
Company  expects its operating  expenses to increase over the next several years
as it expands its  research  and  development,  clinical  testing and  marketing
capabilities.   The  Company's  ability  to  achieve  profitable  operations  is
primarily dependent on securing  regulatory  approvals for ZADAXIN in additional
countries,  successfully  launching  ZADAXIN if approved in such  countries  and
meeting increased demand for ZADAXIN,  if it arises. In addition,  other factors
may  also  impact  the  Company's  ability  to  achieve  a  profitable  level of
operations such as spending  associated with the successful  development of CPX,
acquiring rights to additional drugs, and entering into and extending agreements
for product development and commercialization,  where appropriate.  There can be
no assurance  that the Company will be able to attain these  objectives  or that
the Company will ever achieve a profitable level of operations.

            The Company's  operating results may fluctuate from period to period
as a result  of,  among  other  things,  the timing  and costs  associated  with
clinical  trials and the regulatory  approval  process,  and the  acquisition of
additional  product  rights.  The  Company  participates  in  a  highly  dynamic
industry,  which often results in significant volatility of the Company's common
stock price.  Setbacks in clinical trials, in the regulatory approval process or
in relationships with collaborative  partners,  and any shortfalls in revenue or
earnings from levels expected by securities analysts,  among other developments,
have in the past had and could in the future have an immediate  and  significant
adverse  effect on the trading price of the Company's  common stock in any given
period.

                                       8
<PAGE>

Results of Operations

            Product sales reached approximately  $673,000 and $1,967,000 for the
three and nine month periods ended September 30, 1997, respectively, as compared
to approximately  $152,000 and $401,000 for the  corresponding  periods in 1996.
Currently,  the Company has received  approval to market  ZADAXIN in China,  the
Philippines  and Singapore and  commercially  launched  ZADAXIN during the first
quarter of 1997.  For the nine months ended  September 30, 1997, one customer in
China accounted for 69% of the Company's  product sales. The Company's  accounts
receivable  collections in China are typically 180 days or longer. Such customer
represents 83% of the accounts  receivable  balance at September 30, 1997.  Such
collections  to date  have been  slower  than  anticipated  and the  Company  is
currently  monitoring  the  situation.  If  collection of  outstanding  accounts
receivable  does not  improve by year end, it may become  necessary  to increase
related  allowances for bad debts.  The Company has filed for approval to market
ZADAXIN in 14  additional  countries in Asia,  Latin America and the Middle East
and  anticipates  additional  filings in other  countries.  The Company  expects
product  sales to  increase in 1997 and  beyond,  as a result of the  commercial
launch of ZADAXIN in its existing  approved markets and upon the commencement of
the commercial launch of ZADAXIN in additional markets once regulatory approvals
are  secured.  The  level of such  product  sales  increase  is  dependent  upon
additional  ZADAXIN  marketing  approvals and  successfully  launching  ZADAXIN.
Although the Company  remains  optimistic  regarding  the  prospects of ZADAXIN,
there can be no assurance  that the Company will achieve  significant  levels of
product sales.

            Cost of product  sales was  approximately  $264,000 and $788,000 for
the three and nine month periods  ended  September  30, 1997,  respectively,  as
compared to approximately $152,000 and $555,000 for the corresponding periods in
1996.  The increase is  attributable  to increased  product  sales.  The Company
expects cost of product  sales to vary from quarter to quarter,  dependent  upon
the level of product sales, the absorption of fixed  product-related  costs, and
any charges associated with excess or expiring finished product.

            Research and development expenses were approximately  $2,384,000 and
$6,469,000  for the three and nine  month  periods  ended  September  30,  1997,
respectively,  as compared to  approximately  $2,536,000  and $7,613,000 for the
corresponding  periods  in 1996.  The  decrease  is  primarily  attributable  to
decreased  professional  fees  partially  offset  by  increased  clinical  trial
expenses.  Clinical  expenses  in the 1997 period  were  impacted by  additional
clinical  trial  expenses  for the  clinical  development  of CPX,  a  synthetic
compound  licensed  in April 1996 from the  National  Institutes  of Health as a
potential  treatment for cystic  fibrosis.  In April 1997, CPX entered a Phase I
clinical trial in the United States. In addition,  the Company is organizing its
U.S. and European ZADAXIN  clinical trial strategy,  which may or may not result
in entering into  collaborative  arrangements  for the development of ZADAXIN in
these  territories.  The  initiation  of these trials by the Company will have a
significant  effect on the Company's  research and  development  expenses in the
future and would require the Company to seek additional  capital  resources.  In
general,  the Company expects research and development expenses to increase over
the next several years and to vary quarter to quarter as the Company pursues its
strategy of initiating additional clinical trials and testing, acquiring product
rights, and expanding regulatory activities.

                                        9
<PAGE>

            Marketing expenses were approximately  $1,017,000 and $2,997,000 for
the three and nine month periods  ended  September  30, 1997,  respectively,  as
compared to $1,047,000 and $3,148,000 for the corresponding periods in the prior
year. The decrease is primarily  attributable to decreased professional services
and travel expenses  partially offset by increased  publications and promotional
material expenses associated with the launch of ZADAXIN in its approved markets.
The Company expects marketing  expenses to increase in the next several quarters
and years once  additional  ZADAXIN  regulatory  approvals are secured and as it
anticipates  expanding its  commercialization and marketing efforts and pursuing
other strategic relationships.

            General and administrative  expenses were approximately $884,000 and
$2,650,000  for the three and nine  month  periods  ended  September  30,  1997,
respectively,  as compared to  approximately  $778,000  and  $2,341,000  for the
corresponding periods in the prior year. The increase is primarily  attributable
to increased  general office expenses  associated with increased rent and office
relocation  expenses and investment  banking fees  associated with the Company's
adoption of a  shareholder  rights plan. In the near term,  the Company  expects
general and  administrative  expenses to vary  quarter to quarter as the Company
augments  its  general  and  administrative   activities  to  support  increased
expenditures    on    clinical    trials   and    testing,    and    regulatory,
pre-commercialization and marketing activities.

            Net interest and investment  income was  approximately  $359,000 and
$1,205,000  for the three and nine  month  periods  ended  September  30,  1997,
respectively,  as compared to approximately  $588,000 and $2,016,000 in the same
periods  in 1996.  The  changes in the three and nine  month  periods  primarily
resulted  from  decreased  interest and  investment  income due to lower average
invested cash balances.


Liquidity and Capital Resources

            At September 30, 1997, the Company had approximately  $15,205,000 in
cash, cash  equivalents and short and long term  investments.  On July 23, 1997,
the Company  loaned  Thomas E. Moore,  Chairman  and one of the  founders of the
Company,  $5.95 million secured by approximately  1.9 million shares of SciClone
common stock owned by Mr. Moore. In connection with this transaction,  Mr. Moore
resigned from the Company.  The loan carries  interest at 7% and is repayable in
two years.  During the period Mr.  Moore's loan is outstanding  and  immediately
prior to the closing of any offering of the  Company's  securities,  the Company
may convert the loan plus accrued  interest,  in a non-cash  exchange,  into Mr.
Moore's  SciClone  common stock by  repurchasing  his SciClone common stock at a
fixed  discount  rate from the  offering  price.  To date,  the  Company has not
repurchased  any of Mr. Moore's  SciClone  common stock,  however,  as discussed
below,  the Company may effect a  cancellation  of some or all of such shares in
connection with a pending offering.

                                       10
<PAGE>

            Net cash used by the  Company in  operating  activities  amounted to
approximately  $10,572,000  for the nine month period ended  September 30, 1997.
Net cash used in  operating  activities  in the 1997 period is greater  than the
Company's  net loss for such  period  primarily  due to  increases  in  accounts
receivable  associated  with sales from the  Company's  launch of ZADAXIN in its
approved  markets  and  increases  in  payments  to third  parties for goods and
services.  These uses of cash were offset by non-cash  charges  associated  with
depreciation and amortization, decreases in prepayments of certain future period
expenses,  and increases in amounts owed to third  parties for clinical  trials.
Net cash used by the Company in operating  activities  amounted to approximately
$12,266,000 for the nine month period ended September 30, 1996. Net cash used in
operating  activities  in the 1996 period is greater than the Company's net loss
for such period primarily due to cash used for inventory purchases, increases in
prepayments of certain  future period  expenses and decreases in amounts owed to
third parties for goods and services  related to clinical  trial expenses and to
employees for compensation  and benefits.  These were offset by non-cash charges
associated with  depreciation and amortization and increases in amounts owed for
accounts payable and accrued professional fees.

            Net cash provided by investing  activities for the nine month period
ended September 30, 1997 related to the net sale of approximately $18,347,000 of
marketable  securities  offset by the  purchase  of $203,000  in  equipment  and
furniture.  Net cash provided by investing  activities for the  comparable  1996
period  primarily  resulted  from  the net  sale  of  $8,915,000  of  marketable
securities offset by the purchase of $57,000 in equipment and furniture.

            Net cash provided by financing  activities for the nine month period
ending  September  30, 1997  consisted of  approximately  $1,099,000 in proceeds
received  from the  issuance  of common  stock by the  exercise  of  outstanding
warrants and from the issuance of common stock under the Company's  stock option
plan and employee stock  purchase  plan,  offset by repurchases of the Company's
common stock under the Company's approved stock repurchase plan of approximately
$4,267,000  and the amounts  loaned to Mr. Thomas E. Moore  referred to above of
approximately  $6,025,000  (including  accrued  interest).  Net cash provided by
financing  activities  for the nine  month  period  ending  September  30,  1996
primarily  consisted of  approximately  $3,665,000 in proceeds  received for the
issuance of common stock under the Company's stock option plan.

            Management  believes its existing capital  resources and interest on
funds  available  are  adequate to maintain  its current and planned  operations
through 1998. The Company has filed a registration statement with the Securities
and Exchange  Commission with respect to a proposed  registered direct placement
of its Common Stock.  The Company's  determination to proceed with such offering
will depend upon market  conditions and other factors,  and the Company believes
its capital  resources  will be sufficient for calendar 1998 even if it does not
proceed with such offering.  The Company is considering corporate partnering and
other  opportunities  to increase  its  capital  resources  and if the  proposed
offering or one or more of such other opportunities  occurred, the Company would
consider  accelerating drug development  activities,  including clinical trials.
The Company's  capital  requirements may change depending upon numerous factors,
including the level of ZADAXIN product sales,  the availability of complementary
products,  technologies  and  businesses,  the initiation of clinical trials and
testing, the timing of regulatory approvals,  developments in relationships with
collaborative  partners and the status of competitive  products.  If the Company
cannot  eventually  generate  sufficient funds from operations,  it will need to
raise additional  financing.  There can be no assurance that such financing will
be available on acceptable terms, or at all.

                                       11
<PAGE>


 PART II.  OTHER INFORMATION


 Item 6. Exhibits and Reports on Form 8-K.

         (a) Exhibits

         Exhibit
         Number                                 Description

         3(i).1                      Restated    Articles    of    Incorporation
                                (incorporated  by reference  from the  Company's
                                Registration   Statement   on  Form   S-1   (No.
                                33-45446),  declared effective by the Commission
                                on March 17, 1992).

         3(i).2                      Certificate   of   Amendment   of  Restated
                                Articles  of   Incorporation   (incorporated  by
                                reference   from  the   Company's   Registration
                                Statement on Form S-8 (No.  33-66832) filed with
                                the Commission on August 3, 1993).

         3(ii).1                     Bylaws  (incorporated by reference from the
                                Company's  Registration  Statement  on Form  S-1
                                (No.   33-45446),   declared  effective  by  the
                                Commission on March 17, 1992).

         3(ii).2                     Certificate    of   Amendment   of   Bylaws
                                (incorporated  by reference  from the  Company's
                                Registration   Statement   on  Form   S-8   (No.
                                33-66832) filed with the Commission on August 3,
                                1993).

         4.1                         Rights  Agreement,  dated  as of  July  25,
                                1997,    between    Sciclone   and   ChaseMellon
                                Shareholder  Services,   LLC.  (incorporated  by
                                reference  to the  Company's  Current  Report on
                                Form 8-K filed on October 14, 1997).

         10.1                        Purchase  and  Sale,  Pledge  and  Security
                                Agreement;  Release dated as of July 23, 1997 by
                                Thomas    Moore,    in   favor    of    SciClone
                                Pharmaceuticals, Inc. (incorporated by reference
                                to the Company's  Registration Statement on Form
                                S-3 (File No.  333-38773)  filed on October  27,
                                1997).

         27                    Financial Data Schedule

 (b)     Reports on Form 8-K

         Form  8-K  filed on  October  14,  1997  announcing
         Shareholder Rights Plan.

                                       12
<PAGE>

                                   SIGNATURES


            Pursuant to the  requirements  of the Securities and Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                           SCICLONE PHARMACEUTICALS, INC.
                                                    (Registrant)




Date:  November 10, 1997                         Donald R. Sellers
                                     ------------------------------------------
                                                 Donald R. Sellers
                                              Chief Executive Officer
                                           (Principal Executive Officer)



Date:   November 10, 1997                         Mark A. Culhane
                                     ------------------------------------------
                                                  Mark A. Culhane
                                     Vice President, Finance and Administration
                                            and Chief Financial Officer
                                     (Principal Financial & Accounting Officer)


                                       13

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