<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period__________ to __________
Commission file number 0-20988
-------
ANTEX BIOLOGICS INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
Delaware 52-1563899
- --------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
</TABLE>
300 Professional Drive, Gaithersburg, MD 20879
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(301) 590-0129
- --------------------------------------------------------------------------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
APPLICABLE ONLY TO CORPORATE USERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
25,863,726 shares of Antex Biologics Inc. common stock, $.01 par value, were
outstanding as of July 31, 1999.
Transitional Small Business Disclosure Format (check one):
Yes No X
-------- --------
<PAGE> 2
ANTEX BIOLOGICS INC.
FORM 10-QSB
QUARTER ENDED JUNE 30, 1999
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information Page No.
Item 1. Financial Statements
<S> <C>
Consolidated Balance Sheets at December 31, 1998 and
June 30, 1999 (Unaudited) 3
Consolidated Statements of Operations (Unaudited) for
the three months ended June 30, 1998 and 1999. 4
Consolidated Statements of Operations (Unaudited) for the
six months ended June 30, 1998 and 1999 and the period
August 3, 1991 (inception) to June 30, 1999 5
Consolidated Statements of Cash Flows (Unaudited) for the
six months ended June 30, 1998 and 1999 and
the period August 3, 1991 (inception) to June 30, 1999 6-7
Notes to Consolidated Financial Statements 8-11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11-15
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 15-16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
Exhibit
</TABLE>
2
<PAGE> 3
Antex Biologics Inc.
(a development stage enterprise)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,856,479 $ 2,370,305
Accounts and other receivables 78,251 358,663
Prepaid expenses 98,689 111,319
Deferred compensation trust 264,920 -
----------- -----------
Total current assets 5,298,339 2,840,287
Property and equipment, net 665,442 972,818
Restricted cash 146,600 146,600
Other 73,944 73,944
----------- -----------
$ 6,184,325 $ 4,033,649
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 458,194 $ 401,612
Deferred research and development revenue 568,488 57,919
Deferred compensation 264,920 -
----------- -----------
Total current liabilities 1,291,602 459,531
Deferred gain on equipment 107,994 125,713
Excess of fair value over cost of net assets acquired, net of
accumulated amortization of $209,416 and $223,534 72,937 58,819
Other 2,625 2,625
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 5,000,000 shares
authorized; none outstanding - -
Common stock, $.01 par value; 95,000,000 shares
authorized; 29,287,353 shares issued 292,874 292,874
Additional paid-in capital 20,694,942 20,694,942
Deficit accumulated during the development stage (14,994,789) (16,316,995)
Treasury stock - 3,423,627 shares (1,283,860) (1,283,860)
----------- -----------
Total stockholders' equity 4,709,167 3,386,961
----------- -----------
$ 6,184,325 $ 4,033,649
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
Antex Biologics Inc.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED JUNE 30
-------------
1998 1999
---- ----
<S> <C> <C>
Revenues $ 1,166,254 $ 732,720
----------- -----------
Expenses:
Research and development 1,161,640 1,103,182
General and administrative 275,245 449,817
----------- -----------
Total expenses 1,436,885 1,552,999
----------- -----------
Loss from operations (270,631) (820,279)
Interest income 64,561 36,654
----------- -----------
Net loss $ (206,070) $ (783,625)
=========== ===========
Loss per share:
Basic and diluted $(.01) $(.03)
==== =====
Weighted average shares outstanding:
Basic and diluted 22,188,641 25,863,726
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
Antex Biologics Inc.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
SIX MONTHS AUGUST 3, 1991
ENDED JUNE 30 (INCEPTION)
------------- TO
1998 1999 JUNE 30, 1999
---- ---- -------------
<S> <C> <C> <C>
Revenues $ 2,245,749 $ 1,653,788 $ 15,615,715
----------- ----------- ------------
Expenses:
Research and development 2,205,558 2,143,449 19,927,972
General and administrative 639,871 914,395 10,869,646
----------- ----------- ------------
Total expenses 2,845,429 3,057,844 30,797,618
----------- ----------- ------------
Loss from operations (599,680) (1,404,056) (15,181,903)
Other income (expense):
Interest income 132,600 81,850 1,285,079
Cost of treasury shares in
excess of fair value - - (1,711,814)
Interest expense - - (708,357)
----------- ----------- ------------
Net loss $ (467,080) $(1,322,206) $(16,316,995)
=========== =========== ============
Loss per share:
Basic and diluted $(.02) $(.05)
===== =====
Weighted average shares
outstanding:
Basic and diluted 22,188,641 25,863,726
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
Antex Biologics Inc.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS AUGUST 3, 1991
ENDED JUNE 30 (INCEPTION)
--------------- TO
1998 1999 JUNE 30, 1999
---- ---- -------------
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net loss $ (467,080) $ (1,322,206) $(16,316,995)
Adjustments to reconcile net
loss to net cash used in
development stage activities:
Depreciation and amortization of
property and equipment, net of
amortization of deferred gain on
sale/leaseback and equipment 46,070 55,061 351,156
Amortization of deferred credits (26,904) (14,118) (426,908)
Expense recorded on cashless exercise
of common stock options and
warrants - - 1,711,814
Writedown of construction in progress - - 174,400
Expense recorded on issuance of
common stock and vesting of options - - 545,634
Changes in operating assets
and liabilities:
Accounts and other receivables 317,227 (280,412) (358,663)
Prepaid expenses 128,425 (12,630) 4,923
Other assets - - (73,944)
Accounts payable and accrued
expenses (242,644) (56,582) (5,396)
Deferred research and development (841) (520,571) 8,329
Due from affiliate - - 420,448
------------ ------------ ------------
Net cash used in development stage
activities (245,747) (2,151,458) (13,965,202)
------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of property and equipment (166,098) (334,716) (1,323,072)
Increase in restricted cash - - (146,600)
------------ ------------ ------------
Net cash used in investing activities (166,098) (334,716) (1,469,672)
------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
(Continued)
6
<PAGE> 7
Antex Biologics Inc.
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS AUGUST 3, 1991
ENDED JUNE 30 (INCEPTION)
--------------- TO
1998 1999 JUNE 30, 1999
---- ---- ---------------
<S> <C> <C> <C>
FINANCING ACTIVITIES
Net proceeds from sales of common stock and
warrants and the exchange option $ - $ - $ 11,606,170
Net proceeds from exercise of
warrants and stock options - - 4,862,148
Proceeds from sale and leaseback
agreement - - 2,164,792
Principal repayments on sale and
leaseback agreement - - (2,164,792)
Proceeds from issuance of notes payable - - 500,000
Proceeds from sale of preferred stock - - 400,189
------------ ------------ ------------
Net cash provided by financing activities - - 17,368,507
------------ ------------ ------------
Net increase (decrease) in cash and
cash equivalents (411,845) (2,486,174) 1,933,633
Cash and cash equivalents at
beginning of period 5,697,156 4,856,479 436,672
------------ ------------ ------------
Cash and cash equivalents at
end of period $ 5,285,311 $ 2,370,305 $ 2,370,305
============ ============ ============
SUPPLEMENTAL CASH FLOWS DISCLOSURES:
Cashless exercise of common stock
options and warrants $ - $ - $ 2,995,674
Treasury stock acquired from cashless
exercise of common stock options
and warrants $ - $ - $ 1,283,860
Notes payable and accrued interest
converted to preferred stock $ - $ - $ 509,109
Sale and leaseback of property and
equipment $ - $ - $ 2,099,175
Capitalized equipment $ - $ 50,015 $ 247,957
Deferred compensation $ - $ (264,920) $ -
Interest paid $ - $ - $ 699,248
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 8
Antex Biologics Inc.
(a development stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1998 AND 1999
(UNAUDITED)
1. GENERAL
Antex Biologics Inc. (the "Company") is a biopharmaceutical company
committed to improving human health by developing new products to prevent and
treat infections and related diseases. With respect to its human bacterial
vaccine research and development, the Company currently has a strategic alliance
with SmithKline Beecham and technology license agreements with Pasteur Merieux
Connaught and the United States Navy.
The Consolidated Balance Sheet as of June 30, 1999, the Consolidated
Statements of Operations for the three-month and six-month periods ended June
30, 1998 and 1999 and for the period August 3, 1991 (inception) to June 30,
1999, and the Consolidated Statements of Cash Flows for the six-month periods
ended June 30, 1998 and 1999 and for the period August 3, 1991 (inception) to
June 30, 1999 have been prepared without audit. However, such financial
statements reflect all adjustments (consisting solely of normal recurring
adjustments) that are, in the opinion of management, necessary for a fair
presentation of the consolidated financial position of Antex Biologics Inc. and
its subsidiaries at June 30, 1999, and the consolidated results of their
operations and their cash flows for the periods referred to above.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These financial statements should be read in
conjunction with the financial statements and notes thereto for the fiscal year
ended December 31, 1998 included in the Company's Annual Report on Form 10-KSB.
Certain reclassifications were made to the 1998 financial statements to
conform to the 1999 presentation.
The results of operations for the period ended June 30, 1999 are not
necessarily indicative of the operating results anticipated for the fiscal year
ending December 31, 1999.
Since inception, the Company's revenues have been generated solely in
support of its research and development activities and as of June 30, 1999, the
Company's research and products are not sufficiently developed to enable the
Company to generate sufficient revenues on an ongoing basis. As a result, the
Company is considered to be in the development stage.
The report of the Company's independent accountants on the Company's 1998
financial statements contained an explanatory paragraph indicating that there is
substantial doubt about the Company's ability to continue as a going concern.
8
<PAGE> 9
2. STRATEGIC ALLIANCE
Effective March 1996, the Company entered into definitive agreements with
SmithKline Beecham Corporation and SmithKline Beecham Biologicals Manufacturing
s.a. ("SmithKline") which established a corporate joint venture, MicroCarb Human
Vaccines Inc. ("MCHV"), to develop and commercialize human bacterial vaccines
utilizing the Company's proprietary technologies. At June 30, 1999, the
agreements provide for the following: the option by SmithKline to provide annual
funding of research and development activities for future years; an exchange
option granted by the Company to SmithKline enabling SmithKline to convert its
26.25% equity interest in MCHV for 3,595,264 shares of the Company's common
stock, under specified conditions; and a warrant granted by the Company to
SmithKline enabling SmithKline to acquire up to 5,730,802 shares of the
Company's common stock, under specified conditions, and only to the extent that
stipulated options and warrants previously granted and outstanding as of the
date of the establishment of the strategic alliance are exercised. The
agreements also provide for SmithKline to make milestone payments and pay
royalties to MCHV; and for SmithKline to reimburse the Company for expenses the
Company incurs for agreed upon production lots of vaccines for clinical trials,
the conduct of agreed upon clinical trials, and agreed upon prosecution and
maintenance of the Company's patents and patent applications. As further
stipulated in the agreements, SmithKline will be responsible for conducting
additional clinical trials, manufacturing, and sales and distribution.
The Company recognized revenue related to human bacterial vaccine research
and development and qualifying reimbursable expenses pursuant to these
agreements of $1,116,190 and $732,720 for the three-month periods ended June 30,
1998 and 1999, and of $2,086,717, $1,653,788 and $11,495,554 for the six-month
periods ended June 30, 1998 and 1999 and for the period August 3, 1991
(inception) to June 30, 1999, respectively.
3. REVERSE STOCK SPLIT
On June 10, 1999, the stockholders approved resolutions authorizing the
Board of Directors, at its discretion, to effect by amendment of the Certificate
of Incorporation, prior to the next Shareholders Meeting, a reverse stock split
in the range of one-for-four to one-for-ten. To date, no reverse stock split has
been effected.
4. OPERATING SEGMENTS
In 1998, the Company established a second reportable product segment,
therapeutics. The therapeutics segment focuses on research and development of
drugs for infectious diseases and related disorders. Only direct costs and fixed
asset acquisitions were attributed to the therapeutics segment in 1998.
9
<PAGE> 10
The following tables present information regarding the two segments for the
three-month and six-month periods ended June 30, 1998 and 1999.
<TABLE>
<CAPTION>
Three Months Ended June 30, 1998
--------------------------------
Bacterial Reconciling
Category Vaccines Therapeutics Items Total
-------- -------- ------------ ----- -----
<S> <C> <C> <C> <C>
Revenues $1,125,795 $ - $ 40,459 $1,166,254
Research and development
expenses $1,099,954 $ 61,686 $ - $1,161,640
Profit (loss) from
operations $ 25,841 $ (61,686) $ (234,786) $ (270,631)
Fixed asset acquisitions $ 52,190 $ 3,456 $ 21,507 $ 77,153
</TABLE>
Reconciling items include reimbursable patent costs of $40,459; general and
administrative expenses, net of reimbursable patent costs, of $234,786; and
corporate fixed asset acquisitions and construction in progress expenditures of
$21,507.
<TABLE>
<CAPTION>
Three Months Ended June 30, 1999
--------------------------------
Bacterial Reconciling
Category Vaccines Therapeutics Items Total
-------- -------- ------------ ----- -----
<S> <C> <C> <C> <C>
Revenues $ 598,137 - $ 134,583 $ 732,720
Research and development
expenses $ 808,860 $ 294,322 $ - $1,103,182
Loss from operations $ (210,723) $ (294,322) $ (315,234) $ (820,279)
Fixed asset acquisitions $ 38,632 $ 4,466 $ 211,277 $ 254,375
</TABLE>
Reconciling items include reimbursable patent costs of $134,583; general and
administrative expenses, net of reimbursable patent costs, of $315,234; and
corporate fixed asset acquisitions and construction in progress expenditures of
$211,277.
10
<PAGE> 11
<TABLE>
<CAPTION>
Six Months Ended June 30, 1998
------------------------------
Bacterial Reconciling
Category Vaccines Therapeutics Items Total
-------- -------- ------------ ----- -----
<S> <C> <C> <C> <C>
Revenues $2,172,103 $ - $ 73,646 $2,245,749
Research and development
expenses $2,092,758 $ 112,800 $ - $2,205,558
Profit (loss) from
operations $ 79,345 $ (112,800) $ (566,225) $ (599,680)
Fixed asset acquisitions $ 127,847 $ 3,456 $ 34,795 $ 166,098
</TABLE>
Reconciling items include reimbursable patent costs of $73,646; general and
administrative expenses, net of reimbursable patent costs, of $566,225; and
corporate fixed asset acquisitions and construction in progress expenditures of
$34,795.
<TABLE>
<CAPTION>
Six Months Ended June 30, 1999
------------------------------
Bacterial Reconciling
Category Vaccines Therapeutics Items Total
-------- -------- ------------ -------- -----
<S> <C> <C> <C> <C>
Revenues $ 1,361,537 $ - $ 292,251 $ 1,653,788
Research and development expenses $ 1,642,049 $ 501,400 $ - $ 2,143,449
Loss from operations $ (280,512) $ (501,400) $ (622,144) $(1,404,056)
Fixed asset acquisitions $ 93,199 $ 9,371 $ 232,146 $ 334,716
</TABLE>
Reconciling items include reimbursable patent costs of $292,251; general and
administrative expenses, net of reimbursable patent costs, of $622,144; and
corporate fixed asset acquisitions and construction in progress expenditures of
$232,146.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company commenced operations in August 1991.
Effective March 1996, the Company executed definitive agreements with
SmithKline which established MCHV to develop and commercialize human bacterial
vaccines utilizing the Company's proprietary technologies (see Note 2 to the
unaudited financial statements).
11
<PAGE> 12
The strategic alliance with SmithKline is consistent with one aspect of the
Company's overall strategy which, since its inception, has been to establish
strategic partnerships and to focus on researching technologies with the goal of
developing new products to prevent and treat infections and related diseases.
The Company is operating as a development stage enterprise.
RESULTS OF OPERATIONS
Revenues for the second quarter of 1999 totalled $732,720 and consisted of
the recognition of human bacterial vaccine research and development support of
$458,337 and reimbursable expenses incurred ot $274,383 pursuant to the
strategic alliance with SmithKline. Revenues for the six months ended June 30,
1999 totalled $1,653,788 and consisted of the recognition of human bacterial
vaccine research and development support of $1,187,237 and reimbursable expenses
incurred of $466,551 pursuant to the SmithKline strategic alliance.
Revenues for the second quarter of 1998 totalled $1,166,254 and include the
recognition of human bacterial vaccine research and development support of
$807,631 and reimbursable expenses incurred of $308,559 pursuant to the
strategic alliance with SmithKline. The Company also earned $50,064 from a Small
Business Innovation Research ("SBIR") grant. Revenues for the six months ended
June 30, 1998 totalled $2,245,749 and consisted of $1,587,641 of human bacterial
vaccine research and development support and reimbursable expenses incurred of
$499,076 in connection with the strategic alliance, and $159,032 from a SBIR
grant.
Research and development expenses were $1,103,182 for the second quarter of
1999 in comparison to $1,161,640 for the comparable period in 1998, and were
$2,143,449 for the six months ended June 30, 1999 in comparison to $2,205,558
for the six months ended June 30, 1998. Increased expenditures, including the
cost of additional personnel, resulting directly from the increase in activities
related to therapeutics substantially offset decreased expenditures relating to
the production of clinical trial material pursuant to the strategic alliance
with SmithKline.
General and administrative expenses in the second quarter of 1999 increased
63.4% to $449,817 in comparison to $275,245 in the comparable period in 1998,
and increased 42.9% to $914,395 for six months ended June 30, 1999 in comparison
to $639,871 for the comparable period in 1998. The increases are attributable
primarily to increased fees incurred in 1999 in connection with overseas patent
application filings, such fees being reimbursable to the Company pursuant to the
provisions of the strategic alliance with SmithKline.
The decrease in interest income in the second quarter and first six months
of 1999 reflects the decrease in cash available for investing.
12
<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
As a development stage company, the Company's operating activities have been
limited primarily to research and development involving its proprietary
technologies, and accordingly, have generated limited revenues. The Company is
scheduled to receive $2,000,000 in research and development payments from
SmithKline covering the period March 1, 1999 to December 31, 1999, of which
$1,333,334 has been received through July 31, 1999. Additionally, the costs
incurred by the Company associated with a completed Phase I clinical trial for
Helicobacter pylori and the prosecution of the Company's applicable patents and
patent applications are reimbursable by SmithKline.
During 1999, MCHV will continue to assess to which human bacterial vaccine
research projects resources will be allocated. The Company anticipates that its
research and development expenses related to human bacterial vaccines will
continue to be substantial for the foreseeable future and anticipates that
funding will be provided in part through the strategic alliance with SmithKline.
The Company intends to utilize a portion of its available resources in pursuing
these vaccine activities and research and development activities in
therapeutics. To fund these research and development activities and general and
administrative expenses, the Company will be required to rely on its current
assets and future financings.
For 1999, the Company currently anticipates that it will maintain its total
employees and contract personnel at approximately the 1998 year end total of 30.
In December 1998, the Company concluded negotiations for an extension of its
facility lease and an expansion of its existing space. Estimated construction
costs and equipment acquisitions related to the planned renovation and expansion
of the Company's facility total approximately $2.6 million. Anticipated
financing from the landlord is expected to fund approximately $1.6 million of
this estimate. The Company has expended approximately $550,000 of its own
resources on this project as of July 31, 1999, and is currently in discussions
with various lenders to secure debt financing for the balance. To the extent
that the Company is unsuccessful in obtaining the additional financing required,
the resulting shortfall will necessitate utilizing the Company's current assets
and/or curtailing the Company's planned facility renovation and expansion.
In order to sustain its research and development programs beyond the first
quarter of 2000, as well as to fund its future operations, the Company will
continue to seek additional financing. The Company has no lines of credit. In
seeking additional funding, the Company continues to examine a range of possible
transactions, including: additional strategic alliances; additional equity or
debt public offerings and private placements; the sale and leaseback of existing
assets; and additional grants and contracts. To that end, the Company has
retained the services of an investment banker to undertake a private offering of
common stock of the Company. However, there is no assurance that additional
funds will be available from these or any other sources or, if available, that
the terms on which such funds can be obtained will be acceptable to the Company.
13
<PAGE> 14
If the Company is unsuccessful in its efforts to obtain sufficient financing
to continue to fund its current operations, the Company will be required to
reduce its level of operations. The Company also may seek to enter into a
business combination transaction that would involve the merger or sale of the
Company in an effort to preserve shareholder value.
The report of the independent accountants on the Company's financial
statements contains an explanatory paragraph indicating that there is
substantial doubt about the Company's ability to continue as a going concern.
NEW ACCOUNTING STANDARD
The Financial Accounting Standards Board has issued a new standard.
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), Accounting for
Derivative Instruments and Hedging Activities, which becomes effective for years
beginning after June 15, 2000, requires that every derivative instrument be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The statement requires that changes in the derivative's fair value
be recognized in earnings unless specific hedge accounting criteria are met. The
Company believes that the effect of adoption of SFAS 133 will not be material to
the Company's financial statements.
YEAR 2000 DISCLOSURE
The Company has initiated its Year 2000 compliance program, the purpose of
which is to identify those systems that are not yet Year 2000 compliant, and to
initiate replacement or other remedial action to assure that systems will
continue to operate in the Year 2000. The Company expects to complete its
assessment by October 15, 1999, which includes third party confirmations from
the Company's key suppliers, vendors and business partners, with respect to
their computers, software and systems, and their ability to maintain normal
operations in the Year 2000. To the extent that the Company is not satisfied
with the status of a vendor's Year 2000 compliance or remediation plans, the
Company expects to develop and implement appropriate contingency plans. Such
contingency plans will include the development of alternative sources for the
product or service provided by any non-compliant vendor.
The Company has already initiated the removal and exchange of some
non-compliant systems and expects to continue such replacement or other remedial
action to ensure that its computers, software and systems, and other systems
will continue to operate in the Year 2000. These activities are intended to
encompass all major categories of systems used by the Company, including
laboratory instrumentation, building systems, and financial systems, among
others. In some instances, the installation of new software and hardware in the
normal course of business is being accelerated to also afford a solution to Year
2000 issues. Year 2000 spending is expected to total less than $50,000, of which
the Company has incurred approximately $30,000. The total cost estimate is based
on the Company's assessment as of July 31, 1999 and is subject to change as the
compliance program progresses.
14
<PAGE> 15
The capital improvements and expenses required for the Year 2000 effort have
been included as part of the Company's annual budget. The Company does not
expect that the capital spending or period expense associated with the Year 2000
issues will have a material effect on its financial position or results of
operations. The Company's policy is to expense all costs related to its Year
2000 compliance program unless the useful life of the technological asset is
extended or increased. It is expected that assessment, remediation and
contingency planning will be ongoing throughout fiscal 1999 with the goals of
appropriately resolving all material internal systems and third party issues.
There can be no assurances, however, that the Company's computer systems and the
applications of other companies on which the Company's operations rely will be
timely converted or that any such failure to convert by another company will not
have a material adverse effect on the Company's operations.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Statements contained herein that are not historical facts may be
forward-looking statements that are subject to a variety of risks and
uncertainties. There are a number of important factors that could cause actual
results to differ materially from those expressed in any forward-looking
statements made by the Company. These factors include, but are not limited to:
(i) the Company's ability to fund its future operations; (ii) the Company's
ability to successfully complete product research and development, including
preclinical and clinical studies and commercialization; (iii) the Company's
ability to obtain required governmental approvals; (iv) the Company's ability to
attract and/or maintain manufacturing, sales, distribution and marketing
partners; and (v) the Company's ability to develop and commercialize its
products before its competitors.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 10, 1999, the Company held its Annual Meeting of Stockholders. Three
matters were voted on at the meeting:
1. Election to the Board of Directors of the Company's nominee - Robert L.
Curry:
For 21,862,896
Withheld 403,781
The directors not elected at the Annual Meeting whose tenure continued
after the Annual Meeting are:
Charles J. Coulter, V. M. Esposito and Donald G. Stark
2. Approval of Amendments to Certificate of Incorporation authorizing the
Board of Directors to effect a reverse stock split within a range of
one-to-four to one-to-ten:
15
<PAGE> 16
For 20,722,092
Against 1,534,185
Abstain 10,400
3. Ratification of PricewaterhouseCoopers LLP as the Company's Independent
Accountants:
For 21,830,862
Against 361,515
Abstain 74,300
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
Exhibit
No. Description
--- -----------
27.1 Financial Data Schedule
REPORTS ON FORM 8-K
None
16
<PAGE> 17
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANTEX BIOLOGICS INC.
-----------------------------
(Registrant)
Date: August 9, 1999 /s/V. M. Esposito
-----------------------------
V. M. Esposito, President and
Chief Executive Officer
(Principal Executive Officer)
Date: August 9, 1999 /s/Gregory C. Zakarian
-----------------------------
Gregory C. Zakarian, Vice President,
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
17
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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,370,305
<SECURITIES> 0
<RECEIVABLES> 358,663
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,840,287
<PP&E> 3,645,804
<DEPRECIATION> (2,672,986)
<TOTAL-ASSETS> 4,033,649
<CURRENT-LIABILITIES> 459,531
<BONDS> 0
0
0
<COMMON> 292,874
<OTHER-SE> 3,094,087
<TOTAL-LIABILITY-AND-EQUITY> 4,033,649
<SALES> 0
<TOTAL-REVENUES> 1,653,788
<CGS> 0
<TOTAL-COSTS> 3,057,844
<OTHER-EXPENSES> (81,850)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,322,206)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,322,206)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,322,206)
<EPS-BASIC> (.05)
<EPS-DILUTED> (.05)
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