I STAT CORPORATION /DE/
10-Q, 1997-05-08
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 1997

                         Commission File Number 0-19841

                               i-STAT CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware                                                     22-2542664
- --------                                                     ----------
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               Identification No.)

303 College Road East, Princeton, New Jersey                 08540
(Address of Principal Executive Offices)                     (Zip Code)


                                 (609) 243-9300
              (Registrant's telephone number, including area code)


           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 [ ]



           The number of shares outstanding of each of the Issuer's classes of
           common stock as of the latest practicable date.

Class                                                             April 30, 1997
- -----                                                             --------------

Common Stock, $ .15 par value                                     11,281,766
<PAGE>   2
                               i-STAT CORPORATION



                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE
                                                                          NUMBER
                                                                          ------

PART I     FINANCIAL INFORMATION

           ITEM 1 - Financial Statements

           Consolidated Condensed Statements of Operations for the three
              months ended March 31, 1997 and 1996.........................    3

           Consolidated Condensed Balance Sheets
              as of March 31, 1997 and December 31, 1996...................    4

           Consolidated Condensed Statements of Cash Flows for the three
              months ended March 31, 1997 and 1996.........................    5

           Notes to Consolidated Condensed Financial Statements............  6-7

           ITEM 2 - Management's Discussion and Analysis of Financial
                    Condition and Results of Operations.................... 8-10


PART II    OTHER INFORMATION

           ITEM 1 - Legal Proceedings .....................................   11

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


SIGNATURES ................................................................   13

                                       2
<PAGE>   3
                               i-STAT CORPORATION
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
           (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                            March 31,
                                              ---------------------------------
                                                  1997                 1996
                                              ------------         ------------
<S>                                           <C>                  <C>
Net sales ............................        $      7,806         $      6,411

Cost of sales ........................               6,333                5,799
                                              ------------         ------------
              Gross profit ...........               1,473                  612
                                              ------------         ------------
Operating expenses:

     Research and development ........               1,619                1,320

     General and administrative ......               1,457                1,102

     Sales and marketing .............               2,732                3,077
                                              ------------         ------------
         Total operating expenses ....               5,808                5,499
                                              ------------         ------------
              Operating loss .........              (4,335)              (4,887)
                                              ------------         ------------
Other income (expense), net ..........                 342                  600
                                              ------------         ------------
Net loss .............................        ($     3,993)        ($     4,287)
                                              ============         ============

Net loss per share ...................        ($      0.30)        ($      0.32)
                                              ============         ============

Shares used in computing
     net loss per share ..............          13,362,138           13,284,845
                                              ============         ============
</TABLE>

  The accompanying notes are an integral part of these consolidated condensed
                             financial statements.

                                       3
<PAGE>   4
                               i-STAT CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS
           (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                March 31,       December 31,
                                                                                  1997              1996
                                                                               ----------       ------------
<S>                                                                            <C>              <C>
         ASSETS
Current assets:
     Cash and cash equivalents ........................................        $  23,801         $  28,417
     Accounts receivable, net .........................................            3,485             4,948
     Inventories ......................................................            9,283             7,788
     Prepaid expenses and other current assets ........................              836               955
                                                                               ----------       ------------
         Total current assets .........................................           37,405            42,108
Plant and equipment, net of accumulated depreciation of
     $13,426 and $12,564 ..............................................           12,021            11,534
Other assets ..........................................................            1,567             1,723
                                                                               ----------       ------------
         Total assets .................................................        $  50,993         $  55,365
                                                                               ==========       ============
         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable .................................................        $   1,965         $   1,537
     Accrued expenses .................................................            3,643             3,754
     Deferred revenue, current ........................................            2,464             3,240
                                                                               ----------       ------------
         Total current liabilities ....................................            8,072             8,531
Stockholders' equity:
     Preferred Stock, $.10 par value, shares authorized 7,000,000:
         Series A Junior Participating Preferred Stock, $.10 par value,
         1,500,000 shares authorized; none issued .....................               --                --
         Series B Preferred Stock, $.10 par value,
         2,138,702 shares authorized and issued .......................              214               214
     Common Stock, $.15 par value, shares authorized 25,000,000; shares
         issued 11,225,920 at March 31, 1997 and 11,215,214 at
         December 31, 1996 ............................................            1,684             1,682
     Additional paid-in capital .......................................          186,534           186,434
     Other, net .......................................................             (218)             (196)
     Accumulated deficit ..............................................         (145,293)         (141,300)
                                                                               ----------       ------------
         Total stockholders' equity ...................................           42,921            46,834
                                                                               ----------       ------------
         Total liabilities and stockholders' equity ...................        $  50,993         $  55,365
                                                                               ==========       ============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.

                                       4
<PAGE>   5
                               i-STAT CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                   March 31,
                                                                          --------------------------
                                                                            1997             1996
                                                                          --------         --------
<S>                                                                       <C>              <C>
Cash flows from operating activities:
   Net loss ......................................................        ($ 3,993)        ($ 4,287)
   Adjustments to reconcile net loss to net cash used in operating
      activities .................................................             107               (6)
   Change in assets and liabilities ..............................             574              320
                                                                          --------         --------
      Net cash used in operating activities ......................          (3,312)          (3,973)
                                                                          --------         --------
Cash flows from investing activities:
   Sale of investments ...........................................              --            2,025
   Purchase of equipment .........................................          (1,349)          (1,197)
   Other .........................................................             (29)             (36)
                                                                          --------         --------
      Net cash provided by (used in) investing activities ........          (1,378)             792
                                                                          --------         --------
Cash flows from financing activities:
   Proceeds from sale of Common Stock ............................             102              257
                                                                          --------         --------
      Net cash provided by financing activities ..................             102              257
                                                                          --------         --------

Effect of currency exchange rate changes on cash .................             (28)             (74)
                                                                          --------         --------
Net decrease in cash and cash equivalents ........................          (4,616)          (2,998)
Cash and cash equivalents at beginning of period .................          28,417           47,494
                                                                          --------         --------
Cash and cash equivalents at end of period .......................        $ 23,801         $ 44,496
                                                                          ========         ========
</TABLE>

        The accompanying notes are an integral part of these consolidated
                        condensed financial statements.

                                       5
<PAGE>   6
                               i-STAT CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)


1.         BASIS OF PRESENTATION

           The information presented as of March 31, 1997 and 1996, and for the
periods then ended, is unaudited, but includes all adjustments (consisting only
of normal recurring accruals) which the management of i-STAT Corporation (the
"Company") believes to be necessary for the fair presentation of results for the
periods presented. The results for the interim periods are not necessarily
indicative of results to be expected for the year. The year end consolidated
condensed balance sheet data was derived from the audited financial statements,
but does not include all disclosures required by generally accepted accounting
principles. These condensed financial statements should be read in conjunction
with the Company's audited financial statements for the year ended December 31,
1996, including the Notes thereto, which were included as part of the Company's
Annual Report on Form 10-K, File No. 0-19841.


2.         NET LOSS PER SHARE

           Net loss per share is calculated using the weighted average number of
common shares and preferred shares outstanding for all periods presented.
Preferred shares have been included in the calculation since their date of
issuance as they are convertible into common shares on a 1:1 basis and have
substantially the same characteristics as common stock. Options outstanding are
not included in the calculation as they are anti-dilutive.

           In February 1997, the Financial Accounting Standards Board issued
SFAS No. 128 - "Earnings Per Share" which specifies computation and disclosure
requirements for earnings per share and is effective for financial statements
issued after December 15, 1997. The Company does not anticipate that there will
be a financial impact from the implementation of this standard when adopted.


3.         INVENTORIES

           Inventories consist of the following:

<TABLE>
<CAPTION>
                                        March 31, 1997         December 31, 1996
                                        --------------         -----------------
                                               (In thousands of dollars)

<S>                                      <C>                   <C>
           Raw materials                    $3,039                $2,477
           Work in process                   1,936                 1,596
           Finished goods                    4,308                 3,715
                                            ------                ------
                                            $9,283                $7,788
                                            ======                ======
</TABLE>

4.         COMMITMENTS AND CONTINGENCIES

           The Company is a defendant in a case entitled Nova Biomedical
Corporation, Plaintiff v. i-STAT Corporation, Defendant. The Complaint, which
was filed in the United States District Court for the District of Massachusetts
on June 27, 1995, alleges infringement by i-STAT of Nova's U.S. Patent No.
4,686,479. The Plaintiff seeks unspecified damages and that the damages be
trebled. Nova also is asking for attorneys' fees and prejudgment interest. The
case currently is in the preliminary stages of discovery. The Company is
contesting the case vigorously and does not believe that it has infringed the
Nova patent. The Company has obtained an opinion from recognized patent counsel
to the effect that no infringement has occurred. However, if the plaintiff
should prevail in this matter, it could have a material impact on the financial
position, results of operations and cash flows of the Company. The Company has
asserted counterclaims under the antitrust laws alleging that Nova commenced the
action knowing that the patent was not infringed and that it had reason to
believe that the patent was invalid and unenforceable.

                                       6
<PAGE>   7
                               i-STAT CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

                                   (continued)

           The Company is a defendant in a class action complaint entitled Susan
Kaufman, on behalf of herself and all others similarly situated, Plaintiff, v.
i-STAT Corporation, William P. Moffitt, Lionel N. Sterling, Imants R. Lauks and
Matthias Plum, Jr. The class action was brought by Susan Kaufman on her behalf
and on behalf of all purchasers of the Company's Common Stock between May 9,
1995 and March 19, 1996. The complaint, which was filed in the Superior Court of
New Jersey in Mercer County on June 19, 1996, alleges New Jersey common law
"fraud on the market" in connection with certain sales of i-STAT stock by the
Company's chief executive officer, chief technology officer and two outside
directors during a nine-month period. The plaintiffs seek unspecified
compensatory damages, interest and payment of all costs and expenses incurred in
connection with the class action. The Company believes the complaint is without
merit and intends to vigorously contest it. However, if the plaintiff should
prevail in this matter, it could have a material impact on the financial
position, results of operation and cash flows of the Company.

           The Company is a defendant in a case entitled Customedix Corporation,
Plaintiff v. i-STAT Corporation, Defendant. The Complaint, which was filed in
the United States District Court for the District of Connecticut on December 26,
1996, alleges infringement by i-STAT of Customedix's U.S. Patent No. 4,342,964.
The Plaintiff seeks injunctive relief and an accounting for i-STAT's profits and
the damages to Customedix from such alleged infringement. The case currently is
in the preliminary stages of discovery. The Company intends to contest the case
vigorously and does not believe that it has infringed the Customedix patent. The
Company has obtained an opinion from recognized patent counsel to the effect
that no infringement has occurred. However, if the plaintiff should prevail in
this matter, it could have a material impact on the financial position, results
of operation and cash flows of the Company.

                                       7
<PAGE>   8
                               i-STAT CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


GENERAL

           The Company develops, manufactures and markets medical diagnostic
products for blood analysis that provide healthcare professionals with immediate
and accurate critical diagnostic information at the point of patient care. The
Company markets and distributes its products in the United States and Canada
principally through its own direct sales and marketing organization, in Japan
through Japanese marketing partners and in South America through selected
distribution channels. In February 1996, the Hewlett Packard Company ("HP")
began marketing and distributing the Company's products in Europe through
distribution arrangements with the Company. In April 1996, the Company and HP
entered into a marketing agreement pursuant to which HP and the Company have
begun to jointly market the Company's products into the critical care
departments of hospitals in the United States which meet certain criteria. The
Company is actively planning market introduction into other foreign markets,
including but not limited to, through its arrangements with HP.

           The Company's revenues are affected principally by the number of
hospitals using the i-STAT System and the rate at which i-STAT's disposable
cartridges are used by these hospitals. This, in turn, is highly dependent upon
the willingness of hospitals to adapt their traditional blood diagnostic testing
approaches to the point-of-care system advocated by the Company. During 1996 the
Company began to focus its marketing efforts primarily on potential large scale
adopters of the i-STAT System. Such high volume customers tend to require a
longer sales cycle because the objective is to have these customers re-engineer
or replace their "stat" lab departments with the i-STAT System rather than use
the i-STAT System as a supplement to their existing arrangements. To further
this strategy, the Company has recently expanded its policy of offering
substantial price discounts to high volume users. The Company believes that this
strategy will accelerate the rate of market penetration for its products and
thus have a beneficial long-term effect upon revenue growth. However, the
near-term rate of growth in sales revenue and gross margin will be adversely
impacted by both the longer sales cycle and the lower cartridge prices that such
high volume customers may receive.

           The first beneficiaries of the Company's recent expanded pricing
strategy will be existing customers who already exceed the new volume discount
thresholds. These customers represented approximately 22.6% of 1996 worldwide
cartridge sales volume. It is possible that this percentage will rapidly
increase because there are other existing customers which will qualify for the
lower pricing by making incremental volume purchase commitments. These volume
discounts only will be provided to customers who commit to purchase 30,000 or
more cartridges per year, with the highest discounts going to purchasers of
80,000 or more cartridges per year. The Company believes that the gross margin
impact of lowering the selling price for high volume customers can be more than
offset by lower manufacturing costs per cartridge produced as a result of the
incremental cartridge sales volume generated by the expanded pricing strategy.
However, the benefits from any such incremental sales volume will not be
immediately realizable because of the long sales and implementation cycle
involved.

           The Company anticipates that, during the second half of 1997,
additional revenues will be realized from the planned introduction of the HP
Integrated Analyzer. However, the extent of the impact upon revenues will be
affected by both the timing of such introduction and the likelihood that some of
the initial purchasers of the Integrated Analyzer will be existing users of the
hand-held analyzer sold by the Company. Therefore, net cartridge revenue growth
attributable to usage of the HP Integrated Analyzer may not, in the near term,
be significant.

           This management's discussion and analysis of financial condition and
results of operation contains both historical financial information and forward
looking statements. The Company operates in a high technology, emerging market
environment that involves significant risks and uncertainties which may cause
actual results to vary from such forward looking statements and to vary
significantly from reporting period to reporting period. These risks include,
among others, competition from existing manufacturers and marketers of blood
analysis products who have greater resources than the Company, the uncertainty
of new product development initiatives, difficulties in transferring new
technology to the manufacturing stage, market resistance to new products and
point-of-care blood diagnosis, domestic and international regulatory
constraints, uncertainties of international trade, pending and potential
disputes concerning ownership of intellectual property, dependence upon
strategic corporate partners for assistance in development of new markets and
other risks detailed from time to time in the Company's filings with the
Securities and Exchange Commission.

                                       8
<PAGE>   9

                               i-STAT CORPORATION
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (continued)

RESULTS OF OPERATIONS


           THREE MONTHS ENDED MARCH 31, 1997

           The Company generated revenues of approximately $7.8 million and $6.4
million for the three months ended March 31, 1997 and 1996, respectively,
including international revenues (as a percentage of total revenues) of $2.3
million (28.9%) and $2.5 million (38.6%), respectively. Sales to the Company's
Japanese marketing partners represented approximately 21.8% and 30.6% of the
Company's worldwide sales for the three months ended March 31, 1997 and 1996,
respectively (including deferred Japanese revenue of approximately $0.8 million
in each period).

           The $1.4 million (21.8%) increase in revenues was primarily due to
increased shipment volume of the Company's cartridges reflecting higher
cartridge consumption by existing hospital customers and the addition of new
hospital customers in the U.S. and internationally. Worldwide cartridge
shipments increased 52.3% to 943,975 units in the three months ended March 31,
1997, from 619,725 units in the three months ended March 31, 1996. Revenues from
the increased cartridge shipments were partially offset by lower worldwide
average selling prices per cartridge, which declined from approximately $5.78 to
$5.64 per cartridge in the same periods. Cartridge average selling prices are
expected to continue to decline as the customer mix shifts to higher volume
customers that receive lower cartridge list prices. The increase in cartridge
revenues was partially offset by a decrease in analyzer revenues.Worldwide
analyzer sales in the first quarter of 1997 decreased (27.3%) to 437 units from
601 units for the three months ended March 31, 1996. All of the decrease in
analyzer sales volume occurred in international markets; analyzer sales volume
in the U.S. increased. The higher international analyzer sales volumes in the
first quarter of 1996 primarily reflect the introduction of the Company's new
arterial blood gas cartridges in Japan and initial stocking and demonstration
orders from HP as it commenced the start-up of European operations. The decrease
in analyzer sales volume was partially offset by higher worldwide average
selling prices per analyzer in the three months ended March 31, 1997.

           The Company experienced a gross profit of $1.5 million in the quarter
ended March 31, 1997 compared with a gross profit of $0.6 million in the quarter
ended March 31, 1996. The improvement in gross margin was primarily due to
increased shipment volume of the Company's cartridges. To the extent that sales
volume increases, the Company expects its gross profit to improve as
manufacturing costs (including direct labor and a large component of overhead)
are spread over a larger number of product units. The improvement in gross
margin also reflects improvements in factory yields and productivity.

           The Company incurred research and development costs (as a percentage
of sales) of approximately $1.6 million (20.7%) and $1.3 million (20.6%) for the
three months ended March 31, 1997 and 1996, respectively, consisting of costs
associated with the personnel, material, equipment and facilities necessary for
conducting new product development. The Company's current research and
development program includes the development of tests for the measurement of
creatinine, ionized magnesium and coagulation, which are scheduled to move into
the production phase over the next ten to sixteen months. The Company also is
studying the development of tests to measure enzymes, hematology parameters
(such as platelets and white blood cell counts) and other analytes.
Consequently, research and development expenditures are expected to increase
significantly during 1997 - 1999. The amount and timing of such increase will
depend upon numerous factors including the level of activity at any point in
time, the breadth of the Company's development objectives, the availability of
capital to fund new product development and the success of its development
programs.

                                       9
<PAGE>   10
                               i-STAT CORPORATION
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (continued)

           The Company incurred general and administrative expenses (as a
percentage of sales) of approximately $1.5 million (18.7%) and $1.1 million
(17.2%) for the three months ended March 31, 1997 and 1996, respectively.
General and administrative expenses consisted primarily of salaries and benefits
of personnel, office costs, professional fees and other costs necessary to
support the Company's infrastructure. The increase primarily reflects the
Company's increased need for management personnel and other services to support
its continuing growth.

           The Company incurred sales and marketing expenses (as a percentage of
sales) of approximately $2.7 million (35.0%) and $3.1 million (48.0%) for the
three months ended March 31, 1997 and 1996, respectively, consisting primarily
of salaries, benefits, travel, and other expenditures for sales representatives,
product literature, market research, clinical studies and other sales and
marketing costs.

           The decrease in other income (expense), net, to $0.3 million for the
three months ended March 31, 1997, from $0.6 million for the three months ended
March 31, 1996, primarily reflects lower interest income earned on lower cash
and cash equivalents balances in 1997. Interest income is expected to continue
to decline in the near future as cash and cash equivalent balances decline.

LIQUIDITY AND CAPITAL RESOURCES

           At March 31, 1997, the Company had cash and cash equivalents of
approximately $23.8 million, a decline of $4.6 million from the December 31,
1996 balance of approximately $28.4 million, primarily reflecting approximately
$3.3 million of cash used in operating activities and equipment purchases of
approximately $1.3 million during the three months ended March 31, 1997. Working
capital declined by approximately $4.2 million from $33.5 million to $29.3
million during the same period, primarily reflecting the decline in cash and
cash equivalents. The Company expects its existing funds to be sufficient to
meet its obligations and its liquidity and capital requirements for the near
term. The Company's liquidity and capital requirements depend upon numerous
factors, including the results of its product marketing and sales activities,
its new product development efforts, manufacturing efficiencies and competitive
conditions. In order to enable the Company to pursue its strategic objectives
which will require, among other things, additional investment in research and
development and continued investment in commercialization programs, the Company
expects to add to its working capital position during 1997 by raising additional
funding from the sale of debt and/or equity securities or through licensing or
joint venture arrangements. The nature, scope, terms and timing of any such
financing or other arrangements will depend upon various factors, including the
condition of the capital markets, and there can be no assurance that the Company
will be successful in adding to its working capital or will be able to do so
upon favorable terms.


                                       10
<PAGE>   11
                               i-STAT CORPORATION


PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

The Company is a defendant in a case entitled Nova Biomedical Corporation,
Plaintiff v. i-STAT Corporation, Defendant. The Complaint, which was filed in
the United States District Court for the District of Massachusetts on June 27,
1995, alleges infringement by i-STAT of Nova's U.S. Patent No. 4,686,479. The
Plaintiff seeks unspecified damages and that the damages be trebled. Nova also
is asking for attorneys' fees and prejudgment interest. The case currently is in
the preliminary stages of discovery. The Company is contesting the case
vigorously and does not believe that it has infringed the Nova patent. The
Company has obtained an opinion from recognized patent counsel to the effect
that no infringement has occurred. However, if the plaintiff should prevail in
this matter, it could have a material impact on the financial position, results
of operations and cash flows of the Company. The Company has asserted
counterclaims under the antitrust laws alleging that Nova commenced the action
knowing that the patent was not infringed and that it had reason to believe that
the patent was invalid and unenforceable.

The Company is a defendant in a class action complaint entitled Susan Kaufman,
on behalf of herself and all others similarly situated, Plaintiff, v. i-STAT
Corporation, William P. Moffitt, Lionel N. Sterling, Imants R. Lauks and
Matthias Plum, Jr. The class action was brought by Susan Kaufman on her behalf
and on behalf of all purchasers of the Company's Common Stock between May 9,
1995 and March 19, 1996. The complaint, which was filed in the Superior Court of
New Jersey in Mercer County on June 19, 1996, alleges New Jersey common law
"fraud on the market" in connection with certain sales of i-STAT stock by the
Company's chief executive officer, chief technology officer and two outside
directors during a nine-month period. The plaintiffs seek unspecified
compensatory damages, interest and payment of all costs and expenses incurred in
connection with the class action. The Company believes the complaint is without
merit and intends to vigorously contest it. However, if the plaintiff should
prevail in this matter, it could have a material impact on the financial
position, results of operation and cash flows of the Company.

The Company is a defendant in a case entitled Customedix Corporation, Plaintiff
v. i-STAT Corporation, Defendant. The Complaint, which was filed in the United
States District Court for the District of Connecticut on December 26, 1996,
alleges infringement by i-STAT of Customedix's U.S. Patent No. 4,342,964. The
Plaintiff seeks injunctive relief and an accounting for i-STAT's profits and the
damages to Customedix from such alleged infringement. The case currently is in
the preliminary stages of discovery. The Company intends to contest the case
vigorously and does not believe that it has infringed the Customedix patent. The
Company has obtained an opinion from recognized patent counsel to the effect
that no infringement has occurred. However, if the plaintiff should prevail in
this matter, it could have a material impact on the financial position, results
of operation and cash flows of the Company.



                                       11
<PAGE>   12
                               i-STAT CORPORATION


ITEM  6.          EXHIBITS AND REPORTS ON FORM 8-K

           (a)    Exhibits

                  3.1      Restated Certificate of Incorporation (Form S-8/S-3
                           Registration Statement, File No. 33-48889)*

                  3.2      By-Laws (Form 10-K for fiscal year ended December 31,
                           1996)*

                  3.3      Certificate of Designation, Preferences and Rights of
                           Series A Preferred Stock (Form 8-K, dated July 10,
                           1995 and amended on September 11, 1995)*

                  3.4      Certificate of Designation, Preferences and Rights of
                           Series B Preferred Stock (Form 8-K, dated July 10,
                           1995 and amended on September 11, 1995)*

                  4.1      Stockholder Protection Agreement, dated as of June
                           26, 1995, between Registrant and First Fidelity Bank,
                           National Association (Form 8-K, dated July 10, 1995
                           and amended on September 11, 1995)*

                  27       Financial Data Schedule



                  *        These items are hereby incorporated by reference from
                           the exhibits of the filing or report indicated
                           (except where noted, Commission File No. 0-19841) and
                           are hereby made a part of this Report.

           (b)    Reports on Form 8-K

                  During the quarter for which this Report on Form 10-Q is
                  filed, no reports on Form 8-K were filed.

                                       12
<PAGE>   13
                               i-STAT CORPORATION


                                   SIGNATURES

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.

DATE:      May 8, 1997



                                                  i-STAT CORPORATION
                                                     (Registrant)



                                         BY:   /s/William P. Moffitt
                                               ---------------------
                                               William P. Moffitt
                                               President and Chief
                                               Executive Officer
                                               (Principal Executive Officer)


                                         BY:   /s/Roger J. Mason
                                               ---------------------
                                               Roger J. Mason
                                               Vice President of Finance,
                                               Treasurer and Chief
                                               Financial Officer
                                               (Principal Financial Officer and
                                                Accounting Officer)


                                       13
<PAGE>   14
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit 
  No.            Description
- --------         -----------

<S>              <C>
27               Financial Data Schedule
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          23,801
<SECURITIES>                                         0
<RECEIVABLES>                                    3,585
<ALLOWANCES>                                     (100)
<INVENTORY>                                      9,283
<CURRENT-ASSETS>                                37,405
<PP&E>                                          25,447
<DEPRECIATION>                                (13,426)
<TOTAL-ASSETS>                                  50,993
<CURRENT-LIABILITIES>                            8,072
<BONDS>                                              0
                                0
                                        214
<COMMON>                                         1,684
<OTHER-SE>                                      41,023
<TOTAL-LIABILITY-AND-EQUITY>                    50,993
<SALES>                                          7,806
<TOTAL-REVENUES>                                 7,806
<CGS>                                            6,333
<TOTAL-COSTS>                                    6,333
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (3,993)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (3,993)
<EPS-PRIMARY>                                    (.30)
<EPS-DILUTED>                                        0
        

</TABLE>


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