ABAXIS INC
10-Q, 1996-08-14
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
Previous: ENHANCE FINANCIAL SERVICES GROUP INC, 10-Q, 1996-08-14
Next: CTA INCORPORATED, NT 10-Q, 1996-08-14



<PAGE>   1






                                 UNITED STATES
                       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 June 30, 1996

                                       OR
  [ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 000-19720


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


          California                                    77-0213001 
 -------------------------------                      ----------------         
 (State or other jurisdiction of                     (I.R.S. Employer 
 incorporation or organization )                     Identification No.)


                            1320 Chesapeake Terrace
                          Sunnyvale, California 94089
                    (Address of principal executive offices)
                           Telephone: (408) 734-0200


    Indicate by check mark whether the registrant:

         (1)     has filed all reports required to be filed by
                 Section 13 or 15(d) Securities Exchange Act of 1934
                 during the preceding 12 months (or for such shorter
                 period that the registrant was required to file such
                 reports),
                                          Yes     X        No
                                              ---------       ----------   
                                      and

         (2)     has been subject to such filing requirements for the
                 90 days.
                                          Yes     X        No
                                              ----------       ------------
    At August 5, 1996, 9,878,553 shares of common stock, no par value, were
outstanding.

   This report on Form 10-Q, including all exhibits, contains 14 pages.
   
                                       1
<PAGE>   2



                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

       Item                                                                          Page
       ----                                                                          ----
  <S>                                                                                <C>              
         Facing Sheet                                                                  1

         Table of Contents                                                             2

                        Part I.   Financial Information

    1.   Financial Statements:

                 a.       Condensed Statements of Operations - Three Months
                          Ended June 30, 1996 and 1995                                 3      
                                                                               

                 b.       Condensed Balance Sheets - June 30, 1996 and
                          March 31, 1996                                               4   
                                                                               

                 c.       Condensed Statements of Cash Flows - Three Months Ended
                          June 30, 1996 and 1995                                       5
                                                                               

                 d.       Notes to Condensed Financial Statements                      6

    2.   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                           7


                          Part II.   Other Information

    1.   Legal Proceedings                                                            11

    2.   Changes in Securities                                                        11

    3.   Defaults Upon Senior Securities                                              11

    4.   Submission of Matters to a Vote of Security Holders                          11

    5.   Other Information                                                            11

    6.   Exhibits and Reports on Form 8-K                                             11

    7.   Signatures                                                                   14

</TABLE>



                                       2
<PAGE>   3



                                  ABAXIS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED JUNE 30,
                                                                        1996            1995
                                                                   ----------------------------- 
  <S>                                                              <C>               <C>  
  Revenues:
     Product sales, net                                            $  1,104,000     $   540,000 
     Development and licensing revenue                                  107,000          62,000
                                                                   ----------------------------- 
  Total revenues                                                      1,211,000         602,000
                                                                   ----------------------------- 
  Costs and operating expenses:
     Cost of product sales                                            1,822,000       1,127,000 
     Research and development                                           391,000         276,000
     Selling, general, and administrative                             1,261,000         775,000
                                                                   ----------------------------- 
  Total costs and operating expenses                                  3,474,000       2,178,000
                                                                   ----------------------------- 
  Loss from operations                                               (2,263,000)     (1,576,000)
   Interest income, net                                                  92,000         121,000
                                                                   ----------------------------- 
  Net loss                                                         $ (2,171,000)   $ (1,455,000)
                                                                   =============================
  Net loss per share                                               $      (0.22)   $      (0.17)
                                                                   ----------------------------- 
  Shares used in calculating
   net loss per share                                                 9,868,516       8,742,902
                                                                   =============================
</TABLE>



See notes to condensed financial statements.





                                       3
<PAGE>   4
                                        ABAXIS, INC.
                                    CONDENSED BALANCE SHEETS
<TABLE>
<Caption


                                                                               JUNE 30, 1996         MARCH 31, 1996
                                                                               ------------------------------------ 
                                                                                 (unaudited)              (note)
<S>                                                                            <C>                     <C>                       
                                ASSETS
Current assets:
  Cash and cash equivalents                                                     $  2,099,000           $  1,591,000 
  Short-term investments                                                           3,063,000              6,187,000
  Trade and other receivables                                                      1,023,000                690,000
  Interest receivable                                                                 58,000                 41,000
  Inventories                                                                      1,561,000              1,456,000
  Prepaid expenses                                                                    68,000                 92,000
                                                                                ------------------------------------
                  Total current assets                                             7,872,000             10,057,000


  Property and equipment - net                                                     2,489,000              2,427,000
  Long-term investments                                                              500,000                500,000
  Deposits and other assets                                                           67,000                 62,000
                                                                                ------------------------------------
                 Total assets                                                   $ 10,928,000           $ 13,046,000
                                                                                ====================================
                 LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                              $  1,081,000           $  1,017,000 
  Accrued payroll and related expenses                                               353,000                417,000 
  Other accrued liabilities                                                          333,000                225,000                
  Warranty reserve                                                                   263,000                249,000
  Deferred rent                                                                       38,000                 94,000
  Deferred revenue                                                                    67,000                143,000
                                                                                ------------------------------------
                Total current liabilities                                          2,135,000              2,145,000

Customer deposits                                                                    170,000                175,000

Commitments and contingencies

Shareholders' equity:
  Convertible preferred stock, no par value:  authorized
    shares -  5,000,000, none issued                                                       -                      -    
  Common stock, no par value: authorized shares -
    20,000,000; 9,878,379 issued and outstanding on
    June 30, 1996 and 9,857,628 on March 31, 1996                                 53,624,000              53,556,000  
  Accumulated deficit                                                            (45,001,000)            (42,830,000)
                                                                                ------------------------------------
Total shareholders' equity                                                         8,623,000              10,726,000
                                                                                ------------------------------------
Total liabilities and shareholders' equity                                      $ 10,928,000            $ 13,046,000
                                                                                ====================================
</TABLE>


See notes to condensed financial statements.

Note:    The balance sheet at March 31, 1996 has been derived from the
         audited financial statements at that date but does not include all the
         information and footnotes required by generally accepted accounting
         principles for complete financial statements.





                                       4
<PAGE>   5
                                  ABAXIS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>

                                                                            THREE MONTHS ENDED JUNE 30, 
                                                                            1996                  1995
                                                                        ----------------------------------
 <S>                                                                    <C>                   <C> 
  OPERATING ACTIVITIES:
  Net loss                                                              $(2,171,000)          $(1,455,000) 
  Adjustments to reconcile net loss to net cash used in
      Depreciation and amortization                                         240,000               239,000
      Amortization of deferred compensation                                       -                21,000 
      Changes in assets and liabilities:
         Trade and other receivables                                       (333,000)             (130,000)
         Interest receivable                                                (17,000)               11,000
         Inventories                                                       (105,000)              (95,000)
         Prepaid expenses                                                    24,000                43,000
         Deposits and other assets                                           (5,000)                    -
         Accounts payable                                                    64,000               209,000
         Accrued payroll and related expenses                               (64,000)               60,000
         Other accrued liabilities                                           66,000               (31,000)
         Deferred revenue                                                   (76,000)              (22,000)
         Customer deposits                                                   (5,000)                    -
                                                                        ---------------------------------
  Net cash used in operating activities                                  (2,382,000)           (1,150,000)
                                                                        ---------------------------------

  INVESTING ACTIVITIES:
  Purchase of "available-for-sale" securities                            (1,486,000)           (1,963,000) 
  Maturities of "available-for-sale" securities                           4,610,000             4,929,000
  Purchase of property and equipment                                       (302,000)              (48,000)
                                                                        ---------------------------------
  Net cash provided by investing activities                               2,822,000             2,918,000
                                                                        ---------------------------------
  FINANCING ACTIVITIES:
  Proceeds from issuance of common and preferred stock                       68,000                18,000


  Increase in cash and cash equivalents                                     508,000             1,786,000 
  Cash and cash equivalents at beginning of period                        1,591,000             3,460,000 
                                                                       ----------------------------------
  Cash and cash equivalents at end of period                           $  2,099,000          $  5,246,000
                                                                       ==================================
</TABLE>



See notes to condensed financial statements.





                                       5
<PAGE>   6
                                  ABAXIS, INC.
                    Notes to Condensed Financial Statements

1. BASIS OF PRESENTATION

     The condensed financial statements for the periods ended June 30, 1996
and 1995 are unaudited, but include all adjustments (consisting only of normal
recurring adjustments) that the management of Abaxis, Inc. believes to be
necessary for fair presentation of the financial position, results of
operations and cash flows for the periods presented. Interim results are not
necessarily indicative of results to be expected for the full year. The
financial statements should be read in conjunction with the audited financial
statements for the year ended March 31, 1996 included in the Company's annual
report on Form 10-K filed with the Securities and Exchange Commission.

      Through March 31, 1996, the Company was in the development stage and its
financial statements were presented in accordance with Statement of Financial
Accounting Standards No. 7 "Accounting and Reporting by Development State
Enterprises". During the quarter ended June 30, 1996, the Company completed the
launch of its Piccolo Systems. Based on the commnercial launch of this product
combined with sales of previously offered products, management believes that it
no longer meets the definition of a development stage enterprise.

2. PER SHARE INFORMATION

     Per share information for the periods ended June 30, 1996 and 1995 is
based solely on weighted average shares of common stock outstanding during the
period. Common  equivalent shares have not been considered in the computation
since their inclusion would have an antidilutive effect.

3. INVENTORY

     Inventories are stated at the lower of cost (first-in, first-out) or
market and consisted of the following on the dates indicated.

<TABLE>
<CAPTION>
                                        JUNE 30, 1996                MARCH 31,1996
                                        -------------                --------------
                       <S>               <C>                         <C>
                       Raw materials     $1,016,000                  $   829,000 
                       Work-in-process      208,000                      467,000
                       Finished goods       337,000                      160,000
                                         ----------                   ----------
                                         $1,561,000                   $1,456,000
                                         ==========                   ==========

</TABLE>



                                       6
<PAGE>   7
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

OVERVIEW

         This Management's Discussion and Analysis of Financial Condition and
Results of Operations includes a number of forward-looking statements which
reflect the Company's current views with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and
uncertainties, including those discussed below that could cause actual results
to differ materially from historical results or those anticipated. In this
report, the words "anticipates", "believes", expects", "future", "intends",
and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof.

         Abaxis develops, manufactures and markets portable blood analysis
systems for use in any patient-care setting to provide clinicians with rapid
blood constituent measurements.  The Company's products consist of a compact
6.9 kilogram analyzer and a series of single-use plastic disks called reagent
discs that contain all the chemicals required to perform a panel of up to 12
tests.  The system can be operated with minimal training and performs multiple
routine tests on whole blood using either venous or fingerstick samples.  The
system provides test results in less than 14 minutes with the precision and
accuracy equivalent to a clinical laboratory.  The Company currently markets
this system to veterinarians under the name VetScan(R)  and in the human market
under the name Piccolo(TM).

         The Company's operations have been primarily funded by approximately
$52,483,000 from equity securities as well as $5,366,000 in revenues generated
from product sales.  The Company has also received $1,000,000 in connection
with granting  manufacturing and distribution rights in Japan. The Company has
been unprofitable since inception and expects to incur additional operating
losses through fiscal 1997.

         During the quarter ended June 30, 1996, the Company expanded its
international markets, introduced the Piccolo Systems, and continued to grow
its customer base in the veterinary market. The Company continued to place
VetScan Systems to veterinarian practices both in the U.S.  and
internationally.  Through June 30, 1996, the Company has placed a total of
approximately 445 VetScan Systems worldwide.  Based on the Company's experience
to date, the majority of these VetScan analyzers are in small veterinary
practices that typically consume on average approximately two to three reagent
discs per day.

         Through July 31, 1996, the Company has signed distribution agreements
with 21 international distributors located in Austria, Germany, Greece, Italy,
the Netherlands, Switzerland, United Kingdom, Norway, Mexico, Puerto Rico,
Argentina, Brazil, Chile, Spain, Portugal, Japan, Hong Kong, New Zealand,
Bolivia, State of Bahrain, and South Africa. All of these distributors have
exclusive distribution rights for their respective countries.  Most
distributors have placed initial orders of a small number of analyzers to
conduct demonstrations and market evaluation or to obtain necessary regulatory
approval. While these distributors are in varying stages of marketing the
Piccolo and VetScan products, to date, four distributors have placed more
sizable orders.  In April 1996, the Company announced that its Japanese
distributor, Teramecs, signed an agreement with Daiichi Pure Chemical to expand
Teramecs' Japanese distribution network and placed an initial purchase order
for 100 analyzers and 25,000 reagent  discs.  During the quarter ended June 30,
1996, the Company shipped 70 analyzer systems to Japan.  The Company is
scheduled to ship another 50 systems to Japan in the second fiscal quarter.
Aside from Japan, three other distributors located in Austria, Switzerland, and
the State of Bahrain, also placed orders for 30 analyzers each, with different
delivery dates over a twelve-month period.

         In May 1996, the Company issued a product announcement to a number of
trade journals to introduce Piccolo products to U.S. medical professionals.  In
July 1996, the Company  announced the worldwide Piccolo launch and formally
introduced the Piccolo System at the International Congress of Clinical
Chemistry in 


                                       7

<PAGE>   8

London, United Kingdom.  The Piccolo System was well received by
the meeting attendees and some expressed interest in distributing the Piccolo
Systems.  The Company is currently evaluating the valuable marketing
information and leads it collected from this international congress.  Within
the U.S., since the product announcement, the Company has signed on four
regional distributors to supplement its national distributor, Baxter Healthcare
Corp.  The Company has a number of systems in evaluation with different 
niche market segments to establish some successful adoption models for 
point-of-care testing utilizing the Piccolo System. There can be no assurance 
that the Company will be able to sign on any additional distributors whether in 
the United States, or internationally, or that if it does sign additional 
distributors, that the distributors can successfully place Piccolo Systems into 
the marketplace.

         To produce and commercially ship Piccolo products, the Company must
obtain a license to manufacture medical products in the State of California,
where the Company conducts its principal manufacturing activities, and obtain
approval from the Food and Drug Administration (the "FDA") as a medical device
manufacturer.  In February 1996, the Company was inspected by the FDA and the
State of California Food and Drug Division for compliance with the current Good
Manufacturing Practices ("GMP").  In May 1996, the Company received its license
to manufacture from the State of California.  In April 1996, the Company
received a warning letter from the federal FDA citing four violations to the
GMP, primarily in the area of software validation.  The Company confirmed with
the FDA that these violations do not relate to the safety or efficacy of the
Piccolo products and therefore the warning letter does not preclude the Company
from shipment.  The Company is working diligently to correct the deficiencies
cited in the warning letter.  The Company will be subjected to a re-inspection
in order to receive an "in compliance" status from the FDA.   However, there
can be no assurance that the Company will successfully obtain final federal GMP
approval or that the Company can successfully comply with all current or future
government manufacturing requirements and regulations.  Failure of the Company
to successfully comply with government regulations could have a material
adverse effect on the results of operations and financial condition of the
Company.

         Market acceptance of the Company's Piccolo products will depend in
part on future regulations affecting the conditions under which a health care
practitioner may conduct medical tests using the Company's products.  In
addition, third party payer reimbursement policies may indirectly affect the
pricing or relative attractiveness of the Company's products by regulating the
maximum amount of reimbursement for blood testing services.  Finally, the
Company's success will depend on its ability to introduce point-of-care systems
and compete with laboratories removed from the patient-care setting and with
other companies that offer near-patient testing for the alternate-site market.
The imposition of more stringent government regulations or failure to achieve
success in these areas could have a materially adverse effect on the results of
operations and financial condition of the Company.

         Sales for any future periods are not predictable with significant
degree of certainty.  The Company generally operates with limited order backlog
because its products typically are shipped shortly after orders are received.
As a result, product sales in any quarter are generally dependent on orders
booked and shipped in that quarter.  The Company believes that period to period
comparisons of its results of operations are not necessarily meaningful.  Until
sales volume of the Company's products, particularly its reagent discs,
increase significantly so as to offset associated fixed costs and to realize
certain manufacturing economies of scale, sales of the Company's products will
result in further losses and adversely affect the Company's results of
operations and financial condition.

         The Company's periodic operating results have in the past varied and
in the future may vary significantly depending on, but not limited to a number
of factors, including the level of competition; the size and timing of sales
orders; market acceptance of the current and new products; new product
announcements by the Company or its competitors; changes in pricing by the
Company or its competitors; the ability of the Company to develop, introduce
and market new products on a timely basis; component costs and supply
constraints; manufacturing capacities and ability to scale up production; the
mix of product sales between the analyzers and the reagent discs; mix in sales
channels; levels of expenditure on research and development; changes in Company
strategy; personnel changes; regulatory changes; and general economic  trends.

                                       8

<PAGE>   9
         The Company continues to explore the application of its proprietary
technology used to produce the dry reagents used in the reagent discs, called
the Orbos Discrete Lypholization Process, to other companies' products.  This
process allows the production of an accurate, precise amount of active chemical
ingredients in the form of a soluble bead.  The Company believes that the Orbos
process has broad applications in products where delivery of active ingredients
in a stable, pre-metered format is desired.   The Company has a supply
agreement with Becton Dickinson Immunocytometry Systems to provide products for
flow and image cytometry using the Company's Orbos technology.  The Company
also has a licensing agreement with Pharmacia Biotech, Inc., granting Pharmacia
exclusive use of the Company's Orbos technology in the manufacture and sale of
reagents for molecular biology research.  Revenues from these contracts are
primarily dependent upon sales of products using the Orbos technology by these
other parties, which is completely out of the control of the Company and
therefore may vary significantly from quarter to quarter.  As resources permit,
the Company will continue to pursue other development, licensing or
manufacturing agreement opportunities for its Orbos technology with other
companies. There can be no assurances, however, that other applications will be 
identified or that additional agreements with the Company will result.

RESULTS OF OPERATIONS

         Three months ended  June 30, 1996 and  1995

         During the quarter ended June 30, 1996, the Company reported revenues
of $1,211,000, ($1,104,000 from product sales and $107,000 from Orbos
technology agreements), as compared to revenues of $602,000, ($540,000 from
product sales and $62,000 from Orbos technology agreements).  The increase in
revenues in the first quarter ended June 30, 1996, compared to the quarter
ended June 30, 1995 was primarily due to new system sales of both Piccolo and
VetScan units in the international market, increased repeat reagent disc sales
from its existing U.S. VetScan customers, and an increase in revenues from its
Orbos contracts.

         Cost of product sales includes the cost  of all manufacturing
activities for the Company's products as well as the costs associated with the
Company's manufacturing capacity, which is significantly underutilized at its
current production volume.  Cost of product sales during the quarter ended June
30, 1996 was $1,822,000, or 150% of net revenue, as compared to $1,127,000, or
187% of net revenue for the quarter ended June 30, 1995.  The increase in cost
of product sales in the quarter ended June 30, 1996 as compared to the same
quarter in 1995, was primarily a function of increase in sales volume,
partially offset by higher efficiency resulting from better manufacturing
capacity utilization, and costs incurred in preparing the Company for GMP
compliance.

         During the three-month period ended June 30, 1996, the Company
incurred research and development expenses of $391,000, or 24% of its total
operating expenses as compared to $276,000 or 26% of its total operating
expenses in the same period in 1995.  This increase in expenses is primarily
due to stepped up research and development activities, including clinical
trials for GGT test for both human and veterinary markets, clinical studies for
waived status applications, and feasibility studies of new test methods to be
initiated in development during the coming fiscal year.  The Company expects
research and development costs to increase  in fiscal 1997 from fiscal 1996, as
the Company plans to undertake development of new test methods to expand its
test menus as well as other development projects.

         Selling, general and administrative expenses were $1,261,000 during
the quarter ended June 30, 1996, (76% of its total operating expenses),
compared with $775,000 (74% of its total operating expenses) from the same
quarter last year.  This increase was primarily due to costs incurred in
building sales and marketing infrastructures in supporting sales and marketing
activities both in the U.S. and internationally, and costs related to the
preparation of launching of the Piccolo products worldwide.   While some of the
costs related to the Piccolo launch activities are non-recurring, the Company
expects marketing and sales expenditures to increase in absolute dollars in
fiscal 1997 from fiscal 1996 as the Company expands marketing and distribution
activities worldwide for both the VetScan and the Piccolo products.



                                       9
<PAGE>   10
         Net interest income totaled $92,000 for the quarter ended June 30,
1996, compared to approximately $121,000 in the comparable quarter in 1995. The
decrease in interest income was primarily due to decreased cash investment
levels as the Company used its cash resources in operations.

LIQUIDITY AND CAPITAL RESOURCES

         Through June 30, 1996, the Company had raised  a total of
approximately $52,483,000 in equity financing ($6,050,000 from a private
placement in July 1995,  $9,222,000 from a registered direct placement in
October 1994, $25,101,000 from its initial public offering in January 1992, and
$12,110,000 from the sale of stock prior to its initial public offering), and
had generated $4,181,000 in interest income.  Through June 30, 1996, the
Company  has  recorded   $6,366,000  in  revenues, of which $4,897,000 were
from product sales, $469,000 were from Orbos development and licensing
contracts and $1,000,000  was  received  from Teramecs in December 1991 as
payment for the marketing and distribution rights for its products in Japan.
The Company has used cash in its operating activities totaling  $40,372,000
from its inception through June 30, 1996.  From inception through June
30, 1996, the Company has purchased a total of approximately $7,536,000 in
property and equipment to support its activities.
                                      
         Net cash used in operating activities during the quarter ended June
30, 1996 was $2,382,000, compared to $1,150,000 for the same quarter in 1995.
The increase in net cash used in operating activities was primarily due to the
increase in the net loss for the quarter ended June 30, 1996, increase in trade
and other receivables, decrease in accounts payable, partially offset by
increase in deferred income on shipment to distributors and other accrued
liabilities.  Net cash provided in investing activities during the quarter
ended June 30, 1996 was $2,822,000, compared to $2,918,000 from the quarter
ended June 30, 1995.  The slight decrease in net cash provided for the quarter
ended June 30, 1996 over the same quarter in 1995 was due to higher purchases
of property and equipment, primarily new manufacturing automation equipment,
partially offset by a higher net change of maturities over purchases of the
Company's "available-for-sale" securities. Net cash provided by financing
activities for the quarter ended June 30, 1996  was $68,000, compared to
$18,000 for the same quarter in 1995.  The increase in net cash provided by
financing activities was due to a higher level of employee stock option
exercises.

         As of June 30, 1996, the Company had approximately $2,099,000 in cash
and cash equivalents, $3,063,000 in short-term investments, and an additional
$500,000 in long-term investments, for total cash resources of $5,662,000.  The
Company currently has no credit facility. The Company expects to incur
substantial additional costs in its future operations, including
commercialization of its Piccolo products; continued development of sales and
marketing infrastructures to support sales and marketing activities for the
Piccolo and VetScan products; acquisition of capital equipment for the
Company's manufacturing facilities, which includes the on-going development and
implementation of a fully automated manufacturing line to provide capacity for
commercial volumes; costs related to continuing  development of its current and
future products; additional pre-clinical testing and clinical trials for its
current and future products; and expansion of administrative support
activities. The Company is currently under contract with a vendor to build a
fully automated disc assembly line to provide anticipated capacity for future
demand and to improve production efficiency. Additionally, inventories and
receivables related to the commercialization of the VetScan and Piccolo Systems
could increase significantly in future periods, which would require significant
capital resources.

         The Company anticipates that its existing capital resources and
anticipated revenues from the sale of its products will not be adequate to
satisfy its currently planned operating and financial requirements through
fiscal 1997.  Accordingly, the Company will need to raise additional funds from
one or more public or private financings if it is to sustain its currently
planned level of operating expenses during fiscal 1997, or in the event that
the Company is unsuccessful in raising sufficient equity funding, the Company
will have to significantly reduce its operating expenses, which could have a
material adverse impact on the Company's ability to manufacture and market
products and to develop new products, and hence the Company's results of
operations and financial condition. There can be no assurance that any
financing will be available, or if available, be 



                                       10
                                       
<PAGE>   11
available at terms acceptable to the Company.  Furthermore, any additional 
equity financing may be dilutive to shareholders and any debt financing may 
involve restrictive covenants.

                 Part II.   OTHER INFORMATION

ITEM 1.  Legal Proceedings.

         Brown v. Abaxis, Inc., et al.
         -----------------------------
         Santa Clara County Superior Court
         Case No. CV 752703

         Plaintiff Jack Brown ("Brown") filed his unverified complaint in this
         matter on or about September 27, 1995 and the complaint was served in
         November 1995.  The complaint alleges causes of action against the
         Company for breach of contract, fraud, negligent misrepresentation and
         wrongful termination.  The complaint seeks damages based on Brown's
         salary and punitive damages.  The complaint arises out of the
         termination of Brown's employment with the Company in October 1994. The
         Company answered the complaint on or about December 20, 1995, denying
         all the material allegations of the complaint and raising several
         affirmative defenses.

         Idexx Laboratories v. Abaxis, Inc., et al.
         ------------------------------------------
         U.S. District Court (S.D. CA)
         Case No. 96-1113 K (CM)

         Plaintiff Idexx Laboratories filed a complaint on June 20, 1996
         alleging federal and state unfair competition and trade libel arising
         from the distribution of a publication concerning Idexx testing
         equipment.  The complaint seeks injunctive relief and unspecified
         compensatory and punitive damages.   The parties stipulated to a
         preliminary injunction.  The Company answered the complaint on or about
         July 10, 1996, denying the material allegations and raising several
         affirmative defenses.

ITEM 2.  Changes in Securities.

                 None.

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

                                       11

<PAGE>   12
          The following documents are exhibits to this Form 10-Q:
<TABLE>
<CAPTION>

        <S>           <C>     
     Exhibit Number            Description of Document
     --------------            -----------------------

         3.1          Restated Articles of Incorporation dated January 30, 1992.(5)
         3.2          By-laws of the Company.(1)
         10.1         Registration Rights Agreement dated January 8, 1992 as amended.(1)
         10.2         Stock Purchase Agreement related to the sale of Series A
                      Preferred Stock dated April 28, 1989.(1) 
         10.3         Stock Purchase Agreement related to the sale of Series B Preferred 
                      Stock dated July 20, 1990.(1) 
         10.4         Stock Purchase Agreement related to the sale of Series C Preferred 
                      Stock dated December 4, 1991.(1) 
         10.5         1989 Stock Option Plan as amended and forms of agreement.(3) 
         10.6         1992 Outside Directors Stock Option Plan and forms of agreement.(4)
         10.7         401(k) Plan.(1) 
         10.8         Lease Agreement between the Company and South Bay/Caribbean dated 
                      March 11, 1992.(3) 
         10.9         Secured Loan Agreement between the Company and Silicon Valley Bank
                      dated September 11, 1992.(4) 
         10.10        Amendment to Line of Credit Agreement between the Company and Silicon 
                      Valley Bank dated September 28, 1993.(7) 
         10.11        Exclusive License Agreement dated July 28, 1989 between the Company 
                      and Martin Marietta Energy Systems, Inc.(1)(2) 
         10.12        Extension through June 20, 1995 to the Exclusive License Agreement 
                      dated July 28, 1989 between the Company and Martin-Marietta Energy 
                      Systems, Inc.(5)
         10.13        Exclusive Distribution Agreement dated September 20, 1991
                      between the Company and Teramecs.(1)(2) 
         10.14        Sponsored Research Agreement dated as of September 20, 1991 between 
                      the Company and Teramecs.(1)(2)
         10.15        Development Agreement between the Company and Becton Dickinson and 
                      company (through its Becton Dickinson Immunocytometry Systems Division) 
                      dated April 9, 1993.(5)(6)
         10.16        Distribution Agreement between the Company and VedCo., Inc. dated June 
                      20, 1994.(2)(8)
         10.17        Supply Agreement between the Company and Becton Dickinson and Company 
                      (through its Becton Dickinson Immunocytometry Systems Division) dated 
                      September 16, 1994.(6)(9)
         10.18        Licensing agreement between the Company and Pharmacia Biotech, Inc. 
                      dated October 1, 1994.(6)(9)
         10.19        Employment Agreement with Mr. Gary H. Stroy dated May 11, 1995.(10)
</TABLE>
- ------------          
         (1)     Incorporated by reference from Registration Statement 
                 No. 33-44326 filed December 11, 1991.  
         (2)     Confidential treatment of certain portions of these agreements 
                 has been granted.  
         (3)     Incorporated by reference from the Company's Annual Report on 
                 Form 10-K for the fiscal year ended March 31, 1992.  
         (4)     Incorporated by reference from the Company's Quarterly Report 
                 on Form 10-Q for the quarter ended September 30, 1992.  


                                       12
<PAGE>   13
         (5)     Incorporated by reference from the Company's Annual Report on 
                 Form 10-K for the fiscal year ended March 31, 1993.  
         (6)     Confidential treatment of certain portions of these agreements 
                 has been granted.  
         (7)     Incorporated by reference from the Company's Quarterly Report 
                 on Form 10-Q for the fiscal year ended March 31, 1993.  
         (8)     Incorporated by reference from the Company's Annual Report on 
                 Form 10-K for the fiscal year ended March 31, 1994.  
         (9)     Incorporated by reference from the Company's Quarterly Report 
                 on Form 10Q for the quarter ended September 30, 1994.  
        (10)     Incorporated by reference from the Company's Annual Report on 
                 Form 10-K for the fiscal year ended March 31, 1995.





                                       13
<PAGE>   14

                                   SIGNATURE

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


                                  ABAXIS, INC.

August 13, 1996                   by: /s/ Clinton H. Severson
- ---------------                       ------------------------      
Date                                  Clinton H. Severson
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)


August 13, 1996                   by: /s/ Ting W. Lu 
- ---------------                       -----------------------
Date                                  Ting W. Lu
                                      Vice President of Finance &
                                      Administration and Chief
                                      Financial Officer (Principal
                                      Financial and Accounting Officer)





                                       14



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission