<PAGE>
Form 10-Q
---------
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
------------------
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 0-24320
---------------
NAPRO BIOTHERAPEUTICS, INC.
---------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 84-1187753
- ---------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
6304 Spine Road Unit A, Boulder, Colorado 80301
- ---------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
(303) 530-3891
- ---------------------------------------------------------------------------
(Registrant's telephone number, including area code)
</TABLE>
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:
<TABLE>
<CAPTION>
Class Outstanding at November 11, 1996
----- --------------------------------
<S> <C>
Common Stock, $.0075 par value 11,982,072
Non-voting Common Stock, $.0075 par value 395,000
TOTAL number of pages in document - 14
----
Exhibit Index located on page - 12
---
</TABLE>
<PAGE>
NAPRO BIOTHERAPEUTICS, INC. AND SUBSIDIARIES
--------------------------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE NO.
--------
PART I - FINANCIAL INFORMATION
<S> <C>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).
Consolidated Balance Sheets as of September 30,
1996, and December 31, 1995 2
Consolidated Statements of Operations for the
three months and nine months ended
September 30, 1996 and 1995 4
Consolidated Statements of Cash Flows for the
nine months ended September 30, 1996 and 1995 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 1. LEGAL PROCEEDINGS 11
ITEM 2. CHANGES IN SECURITIES 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURES 13
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NAPRO BIOTHERAPEUTICS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
------
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
---- ----
<S> <C> <C>
(UNAUDITED)
Current assets:
Cash and cash equivalents $10,875,855 $ 7,133,390
Securities available for sale 2,391,552 --
Securities held to maturity 3,800,924 667,000
Accounts receivable 732,660 325,814
Inventory 1,914,426 1,211,959
Prepaid expenses and other 630,423 310,451
----------- -----------
Total current assets 20,345,840 9,648,614
Property and equipment, net 4,537,664 1,782,164
Restricted cash 406,117 123,750
Receivables from related parties 18,487 18,487
Other assets 360,001 380,335
----------- -----------
Total assets $25,668,109 $11,953,350
=========== ===========
</TABLE>
See accompanying notes
<PAGE>
NAPRO BIOTHERAPEUTICS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
---- ----
<S> <C> <C>
(unaudited)
Current liabilities:
Accounts payable $ 1,007,649 $ 662,726
Payroll and payroll taxes 464,356 338,032
Capital lease obligations-- current 133,823 105,454
Notes payable -- current portion 1,297,434 38,801
Deferred revenue 15,431 51,431
------------ ------------
Total current liabilities 2,918,693 1,196,444
Capital lease obligations-- long term 888,413 298,811
Notes payable -- long term 11,294 1,150,000
Compensation due to officers and
directors 65,854 169,358
------------ ------------
Total long-term liabilities 965,561 1,618,169
------------ ------------
Total liabilities 3,884,254 2,814,613
Minority Interest 3,715,139 3,715,139
Stockholders' equity
Series A preferred stock, $0.001
par value:
2,000,000 shares authorized
shares -- 125,000 shares
issued in 1996 (unaudited)
and 1995 (preference in
liquidation $1,000,000) 125 125
Non-voting common stock, convertible
on disposition into 395,000 shares
of voting common stock, $.0075
par value: 1,000,000 shares
authorized; 395,000 issued in
1996 (unaudited) and 400,000
issued in 1995 2,962 3,000
Common stock, $.0075 par value:
19,000,000 authorized
11,982,072 shares issued in
1996 (unaudited),
8,525,265 issued in 1995 89,864 63,939
Additional paid-in capital 43,794,968 26,675,099
Unearned compensation -- (9,426)
Notes receivable from stockholders (970,793) (924,789)
Deficit (23,163,863) (18,699,803)
Treasury stock -- 144,288 in 1996
(unaudited) and 1995 (1,684,547) (1,684,547)
------------ ------------
Total stockholders' equity 18,068,716 5,423,598
------------ ------------
Total liabilities and stockholders'
equity $ 25,668,109 $ 11,953,350
</TABLE> ============ ============
See accompanying notes
<PAGE>
NAPRO BIOTHERAPEUTICS, INC, AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Sales $ 1,481,680 $ 56,462 $ 2,942,910 $ 2,295,611
Other -- -- -- 708
----------- ----------- ----------- -----------
1,481,680 56,462 2,942,910 2,296,319
Expenses:
Research, development and cost
of products sold 1,875,278 751,972 5,065,199 3,192,946
General and administrative 862,854 429,674 2,524,872 1,469,217
----------- ----------- ----------- -----------
2,738,132 1,181,646 7,590,071 4,662,163
----------- ----------- ----------- -----------
Operating loss (1,256,452) (1,125,184) (4,647,161) (2,365,844)
Other income(expense):
Interest income 203,952 118,959 410,101 212,500
Interest and other expense (83,370) (35,800) (227,001) (115,920)
----------- ----------- ----------- -----------
Net loss $(1,135,870) $(1,042,025) $(4,464,061) $(2,269,264)
=========== =========== =========== ===========
Loss per common share $(0.10) $(0.13) $(0.47) $(0.29)
=========== =========== =========== ===========
Weighted average shares outstanding 11,269,753 7,994,287 9,491,432 7,808,279
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
4
<PAGE>
NAPRO BIOTHERAPEUTICS, INC. AND SUBSIDIARIES
--------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
------------- ------------------------
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------
1996 1995
-------- --------
<S> <C> <C>
Operating activities
Net loss $(4,464,061) $(2,269,264)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 437,190 191,717
Compensation for common stock and options 9,426 18,189
Loss on disposal of property and equipment 15,249 43,061
Changes in operating assets and liabilities:
Accounts receivable (406,846) 121,867
Inventory (702,468) 167,559
Prepaid expenses, deposits and other assets (316,580) 520,954
Accounts payable 344,922 202,524
Accrued payroll and other liabilities (23,185) (33,546)
Deferred revenues (36,000) (300,000)
------------ ------------
Net cash used by operating activities (5,142,353) (1,336,939)
Investing activities
Transfer of restricted cash 123,750 --
Additions to property and equipment (3,167,420) (1,091,450)
Purchase of securities available for sale (2,396,456) --
Purchase of securities held to maturity (3,700,713) (1,490,400)
Proceeds from sale/maturity of securities 167,000 503,450
------------ ------------
Net cash used by investing activities (8,973,839) (2,078,400)
Financing activities
Proceeds from notes payable and capital leases 1,074,627 664,608
Repayments of notes payable and capital leases (361,728) (187,768)
Proceeds from sale of preferredstock, net of offering costs -- 10,250,520
Proceeds from sale of common stock, and exercise of common
stock warrants, net of offering costs 17,145,758 48,900
------------ ------------
Net cash provided by financing activities 17,858,657 10,776,260
------------ ------------
Net increase in cash and cash equivalents 3,742,465 7,360,921
Cash and cash equivalents at beginning of period 7,133,390 892,146
------------ ------------
Cash and cash equivalents at end of period $10,875,855 $ 8,253,067
============ ============
</TABLE>
See accompanying notes.
5
<PAGE>
NAPRO BIOTHERAPEUTICS, INC. AND SUBSIDIARIES
--------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
SEPTEMBER 30, 1996
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine month period ended September 30,
1996 are not necessarily indicative of the results that may be expected for the
year ended December 31, 1996. For further information, refer to the
consolidated financial statements and footnotes thereto included in the NaPro
BioTherapeutics, Inc. (the "Company") Annual Report on Form 10-K for the year
ended December 31, 1995.
Except for the historical information contained herein, this Report
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed in this
Report. Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in this Report and any documents
incorporated herein by reference, as well as in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and in its Prospectus filed on
Form S-1 dated August 1, 1996. These forward-looking statements represent the
Company's judgement as of the date of this Report. The Company disclaims,
however, any intent or obligation to update these forward-looking statements.
<TABLE>
<CAPTION>
2. Inventories September 30, December 31,
1996 1995
---- ----
<S> <C> <C>
Raw materials $ 551,436 $ 286,617
Work-in-process -- 432,898
Finished goods 1,362,990 492,444
---------- ----------
$1,914,426 $1,211,959
========== ==========
3. Cash Flow Supplemental Disclosures
Nine Months Ended September 30,
-------------------------------
1996 1995
---- ----
Interest paid $ 144,133 $ 114,670
Deferred revenue converted into long-term debt -- 300,000
</TABLE>
4. Common Stock
In June 1996, the Company completed the call of 2,070,000 redeemable
public warrants issued in connection with its August 1994 intial public
offering. 630,620 warrants were exercised for cash resulting in $3,073,100 net
proceeds to the Company and the issuance of 630,620 shares of common stock.
Additionally 1,438,720 warrants were exercised in a cash-less exchange of .70
shares of common stock per warrant, resulting in the issuance of 1,007,102
shares of common stock. In August 1996, the Company closed a public offering of
1,790,000 shares of its common stock, including 190,000 shares issued to cover
over-allotments, which resulted in net proceeds of approximately $13.9 million
to the Company.
6
<PAGE>
5. Faulding Agreement
Under the agreement with F.H.Faulding & Co., Ltd. ("Faulding") the Company
is paid a fixed sum for NBT Paclitaxel supplied for noncommercial users, and a
fixed percentage of Faulding's sales price for NBT Paclitaxel supplied for
commercial use. The Company recognizes the corresponding revenue at the time of
shipment, based upon the intended use indicated by Faulding on its purchase
orders. Faulding's actual selling price, however, may differ from the amounts
originally budgeted and indicated to the Company. The Company has received
Faulding's reconciliation of product used during 1995, and has concluded its
reserve for pricing adjustments was adequate.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis provide information which the
Company's management believes is relevant to an assessment and understanding of
the Company's results of operations and financial condition. This discussion
should be read in conjunction with the consolidated financial statements and
notes thereto appearing elsewhere herein as well as with the consolidated
financial statements, notes thereto and the related management's discussion and
analysis of financial condition and results of operations included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
Except for the historical information contained herein, this Report
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed in this
Report. Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in this Report and any documents
incorporated herein by reference, as well as in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and in its Prospectus filed on
Form S-1 dated August 1, 1996. These forward-looking statements represent the
Company's judgement as of the date of this Report. The Company disclaims,
however, any intent or obligation to update these forward-looking statements.
Background
- ----------
Through December 31, 1995, the Company was in the development stage and had
devoted the majority of its efforts to the development and implementation of its
proprietary extraction, isolation and purification ("EIP/TM/") technology for
producing paclitaxel (referred to in some scientific and medical literature as
"taxol")/1/. Although the majority of the Company's production of paclitaxel had
been limited to pilot scale production largely for use in clinical trials and
for research and development purposes, NaPro's strategic marketing and
development partner in Australia, Faulding, received approval to market and
began commercial sales of its formulation of the Company's paclitaxel in January
1995. These commercial sales represented less than 50% of total 1996 sales. The
Company anticipates its operating losses will continue until such time, if ever,
as the Company is able to generate sufficient revenues to support its
operations.
Results of Operations
- ---------------------
Three months ended September 30, 1996 compared to the three months ended
September 30, 1995
Revenues for the three months ended September 30, 1996 were $1,482,000,
representing an increase of $1,425,000 from the three months ended September 30,
1995. The increase related primarily to the timing of product shipments.
Shipments to Faulding and Baker Norton Pharmaceuticals, a subsidiary of IVAX
Corporation ("IVAX"), may vary significantly on a quarter to quarter basis
depending on a number of factors, including the timing and size of any clinical
trials conducted by either company and changes in approved markets. This quarter
to quarter variability will continue until stable commercial demand has been
established for the product in one of the Company's major markets.
Research and development and cost of products sold expenses for the three
months ended September 30, 1996 were $1,875,000, representing an increase of
$1,123,000 from the three months ended September 30, 1995. The increase resulted
from an increase in the level of process development and research expenses as
well as higher production costs. Because the majority of paclitaxel sales are to
the Company's strategic marketing and development partners for research use, the
cost of product sold is expensed as process development.
______________________
/1/TAXOL(R) is a registered trademark of Bristol-Myers Squibb Company for
an anti-cancer pharmaceutical preparation containing paclitaxel.
8
<PAGE>
General and administrative expenses for the three months ended September
30, 1996 were $863,000, an increase of $433,000 from the three months ended
September 30, 1995. The increase is primarily attributable to an increase in
facility costs and an increase in administrative and support staff.
Interest income for the three months ended September 30, 1996 was $204,000,
representing an increase of $85,000 from the three months ended September 30,
1995. The increase is attributable to increased cash balances associated with
the completion of the Company's offering of common stock in August 1996 and its
warrant call completed in June 1996 . (See Liquidity and Capital Resources)
Interest and other expense for the three months ended September 30, 1996
was $83,000, representing a increase of $47,000 from the three months ended
September 30, 1995. The increase is attributable to interest on increased
borrowings on the equipment lease line and note payable to Faulding. (See
Liquidity and Capital Resources)
Nine months ended September 30, 1996 compared to the nine months ended September
30, 1995
Revenues for the nine months ended September 30, 1996 were $2,943,000,
representing an increase of $647,000 from the nine months ended September 30,
1995. The increase related primarily to the timing of product shipments.
Shipments to Faulding and IVAX may vary significantly on a quarter to quarter
basis depending on a number of factors, including the timing and size of any
clinical trials conducted by either company and changes in approved markets.
This quarter to quarter variability will continue until stable commercial demand
has been established for the product in one of the Company's major markets.
Research and development and cost of products sold expenses for the nine
months ended September 30, 1996 were $5,065,000, representing an increase of
$1,872,000 from the nine months ended September 30, 1995. The increase resulted
from an increase in the level of process development and research expenses as
well as higher production costs. Because the majority of paclitaxel sales are to
the Company's strategic marketing and development partners for research use, the
cost of product sold is expensed as process development.
General and administrative expenses for the nine months ended September 30,
1996 were $2,525,000, an increase of $1,056,000 from the nine months ended
September 30, 1995. The increase is primarily attributable to an increase in
facility costs and an increase in administrative and support staff.
Interest income for the nine months ended September 30, 1996 was $410,000,
representing an increase of $198,000 from the nine months ended September 30,
1995. The increase is attributable to increased cash balances associated with
the completion of the Company's offering of common stock in August 1996 and its
warrant call completed in June 1996. (See Liquidity and Capital Resources)
Interest and other expense for the nine months ended September 30, 1996 was
$227,000, representing a increase of $111,000 from the nine months ended
September 30, 1995. The increase is attributable to interest on increased
borrowings on the equipment lease line and note payable to Faulding. (See
Liquidity and Capital Resources)
Liquidity and Capital Resources
- -------------------------------
The Company's capital requirements have been and will continue to be
significant. At September 30, 1996, the Company had working capital of
$17,427,000. This compared to a working capital balance of $8,452,000 as of
December 31, 1995. To date the Company has been dependent primarily on net
proceeds of its IPO of approximately $7.4 million, on private placements of its
equity securities aggregating approximately $18.9 million (including proceeds of
approximately $10.2 million during 1995), on the June 1996 call of warrants
aggregating approximately $3.1 million, on the August 1996 public offering of
approximately $13.9 million to fund its capital requirements, and on
approximately $0.6 million from other sources.
9
<PAGE>
Cash and cash equivalents totaled $10,876,000 at September 30, 1996. During
the first nine months of 1996, cash provided by financing activities totaled
$17,859,000, while the cash used by operating and investing activities totaled
$5,142,000 and $8,974,000, respectively. In addition, the Company had securities
held to maturity available of $3,801,000, with maturity dates ranging from
November 1996 to June 1997 and securities available for sale of $2,392,000, with
maturities dates ranging from December 1997 to May 1998.
The Company expended $3,167,000 for capital projects during the first nine
months of 1996, which included the capitalization of $1,757,000 of plantation
costs. Purchase orders for $1,226,000 have been issued in October 1996 to
various nurseries for additional trees. The Company has begun construction of a
new large-scale commercial manufacturing facility which is expected to be
completed in 1997. The costs for the construction and related equipment are
estimated at $9.0 million, some of which may be financed through a capital lease
line.
In December 1995, the Company secured a $1.5 million line of credit for the
sale/leaseback of lab and office equipment. On October 15, 1996, the final
drawdown on the lease line was completed, with total borrowings of $1,499,000.
Payments on this lease line will be completed in December 1999. The Company also
pays interest to Faulding for the conversion of $1.1 million in advances to a
$1.2 million loan due June 1997. The current amount subject to interest (which
is set on March 31of each year) is $1.0 million at 9%.
The Company anticipates that its existing capital resources, including
interest earned thereon, will be adequate to fund operations and capital
expenditures until commercial approval of the product is obtained in a major
market. If the Company is not generating sufficient operating revenues from the
sale of NBT Paclitaxel by the end of the first half of 1998, the Company will
need to seek additional financing, of which there can be no assurance due to
numerous factors, including, but not limited to, the progress of the Company's
research and development programs, the magnitude and scope of these activities,
the cost of preparing, filing, prosecuting, maintaining and enforcing patent
claims and other strategic partnerships, the establishment of additional
strategic relationships and the cost of manufacturing scale-up. In the event of
any unanticipated future capital requirements, the Company may seek to raise
additional capital. The Company may seek additional long-term financing should
such financing become available on terms acceptable to the Company.
10
<PAGE>
PART II-OTHER INFORMATION
1 Legal Proceedings
-----------------
None.
2 Changes in Securities
---------------------
None
3 Defaults upon Senior Securities
-------------------------------
None
4 Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The annual meeting of shareholders was held on July 30, 1996. At this
meeting, 4,587,277 shares of the Company's voting Common Stock were present
in person or by proxy. This represented 53.8% of the Company's outstanding
shares. The following matters were submitted to a vote:
Election of Directors:
----------------------
The following persons were elected to serve as Directors. Class I directors
will serve until the 1997 annual meeting of shareholders; Class II
directors will serve until the 1998 annual meeting of shareholders; and
Class III directors will serve until the 1999 annual meeting of directors.
Class I Directors
Leonard P. Shaykin
Philip Frost, M.D.
Arthur H. Hayes, Jr., M.D.
Class II Directors
E. Garrett Bewkes, Jr.
Vaughn D. Bryson
Patricia A. Pilia, Ph.D.
Class III Directors
Sterling K. Ainsworth, Ph.D.
Mark B. Hacken
Richard C. Pfenniger, Jr.
4,574,677 shares were voted to elect all of these directors. 12,600 shares
withheld their vote from all of these directors.
Ratification of Amendments to the Company's Amended and Restated
----------------------------------------------------------------
Certificate of Incorporation:
-----------------------------
The shareholders voted on proposed amendments to the Company's Amended and
Restated Certificate of Incorporation to:
(a) classify the Board of Directors into three classes;
(b) provide that directors may be removed only for cause and only with
the approval of the holders of at least of 80% of the voting power of
the Company; and
(c) require concurrence of the holders of at least 80% of the voting
power of the Company to alter, amend or repeal, or to adopt any
provision inconsistent with the foregoing amendments.
These amendments were ratified by a vote of 4,435,475 for and 143,902
against, with 7,900 abstaining.
11
<PAGE>
Ratification of Amendments to the Company's 1994 Long-Term Performance
----------------------------------------------------------------------
Incentive Plan:
---------------
The shareholders voted on proposed amendments to the Company's 1994
Long-Term Performance Incentive Plan (the "1994 Plan") to:
(a) increase the maximum number of shares of Common Stock issuable as
awards under the Plan from 375,000 to 875,000 (of which 180,000 shares will
be reserved for issuance to non-employee directors under the formula
provisions of the 1994 Plan);
(b) provide that the maximum number of underlying shares of Common
Stock that any participant may be granted under awards under the 1994 Plan
in any one taxable year will be 200,000 shares;
(c) increase the number of shares of Common Stock underlying automatic
grants of non-qualified stock options to non-employee directors from 5,000
to 10,000 shares;
(d) provide for automatic grants of non-qualified stock options to
purchase 10,000 shares of Common Stock to each director who serves as
chairman of the Audit, Compensation and Strategic Planning committees of
the Board of Directors;
(e) provide for a period of 90 days following termination of an
employee's relationship with the Company, or for a period of three years in
the case of a resignation or removal of a non-employee director, during
which vested stock options granted under the 1994 Plan will remain
exercisable, unless an employee or a non-employee director, as the case may
be, is terminated or removed for cause; and
(f) provide that plan participants who resume employment or
performance of services for the Company after termination by reason of
disability may exercise unvested stock options in accordance with a revised
vesting schedule and that the expiration date of such stock options (other
than incentive stock options) be automatically extended by the length of
time such participant remained terminated by reason of disability.
These amendments to the 1994 Plan were ratified by a vote of 4,435,575 for
and 146,202 against, with 5,500 abstaining.
Ratification of Accountants:
----------------------------
The selection of Ernst & Young, LLP as the Company's Auditors was ratified
by a vote of 4,458,877 for and 2,200 against, with 1,200 abstaining
5 Other Information
-----------------
None
6 Exhibits and Reports on Form 8-K
--------------------------------
There are no Reports on Form 8-K
12
<PAGE>
NAPRO BIOTHERAPEUTICS, INC.
---------------------------
SEPTEMBER 30, 1996
------------------
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.
NAPRO BIOTHERAPEUTICS, INC.
DATE: , 1996 By: /s/ Sterling K. Ainsworth
------------- --------------------------------------------
Sterling K. Ainsworth
President and Chief Executive Officer
(Principal Executive Officer)
DATE: , 1996 By: /s/ Gordon Link
------------- --------------------------------------------
Gordon Link
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 10,876
<SECURITIES> 6,192
<RECEIVABLES> 733
<ALLOWANCES> 0
<INVENTORY> 1,914
<CURRENT-ASSETS> 20,346
<PP&E> 4,538
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,668
<CURRENT-LIABILITIES> 2,919
<BONDS> 966
93
0
<COMMON> 0
<OTHER-SE> 17,976
<TOTAL-LIABILITY-AND-EQUITY> 25,668
<SALES> 2,943
<TOTAL-REVENUES> 2,943
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,590
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 227
<INCOME-PRETAX> (4,464)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,464)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,464)
<EPS-PRIMARY> (0.47)
<EPS-DILUTED> (0.47)
</TABLE>
