SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 1999
SUGEN, INC.
(Exact name of registrant as specified in its charter)
0-24814
(Commission File No.)
Delaware 13-3629196
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
230 East Grand Avenue
South San Francisco, CA 94808
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 553-8300
<PAGE>
Item 5. Other Events.
On July 28, 1999, SUGEN, Inc., a Delaware corporation (the "Company"), announced
its financial results for the quarter ended June 30, 1999. A copy of the press
release issued by the Company is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of the Company, issued July 28, 1999.
<PAGE>
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 hereunto duly authorized.
SUGEN, INC.
/s/ James L. Knighton
-----------------------------------
By: James L. Knighton
Senior Vice President and Chief
Financial Officer
Dated: August 2, 1999
<PAGE>
Exhibit
Number Exhibit Description
99.1 Press Release of the Company, issued July 28, 1999.
EXHIBIT 99.1
SUGEN, Inc. Announces Second Quarter 1999 Financial Results
South San Francisco, CA, July 28, 1999 -- SUGEN, Inc. (Nasdaq: SUGN) today
announced its financial results for the quarter ended June 30, 1999. The Company
reported revenues of $2.5 million and a net loss of $33.0 million, or $1.95 per
share. The loss for the quarter includes the recording of a one-time non-cash
interest expense increase required by derivative accounting procedures
associated with the warrants issued with the 12% Senior Convertible Notes issued
in March 1999. The interest expense increase is driven by the rise in the
Company's stock price resulting from the pending merger with Pharmacia & Upjohn
(NYSE: PNU). The net loss from operations of $18.6 million was actually below
management expectations for the period.
For the same period last year, SUGEN recorded revenues of $2.4 million and a net
loss of $10.9 million, or $0.69 per share, and revenues of $4.3 million and a
net loss of $14.9 million, or $0.89 per share, for the quarter ended March 31,
1999.
SUGEN also reported its results of operations for the six months ended June 30,
1999. The Company reported revenues of $6.7 million and a net loss of $47.9
million, or $2.85 per share. These results compare with revenues of $4.0 million
and a net loss of $20.0 million, or $1.28 net loss per share, for the same
period last year. As of June 30, 1999, the Company had cash, cash equivalents
and short-term investments of approximately $47.6 million, compared to $61.9
million as of March 31, 1999 and $47.3 million as of December 31, 1998.
As part of the Convertible Note placement, purchasers were issued warrants to
acquire additional debt, which they have begun to exercise. The Company
anticipates the exercise of approximately $16 million of Note Warrants by July
30, 1999.
"We remain very confident of the long-term strength represented by our unique
capabilities in cell signaling technology and other advanced R&D platforms,"
said Stephen Evans-Freke, Chairman and CEO. "The pending merger with Pharmacia &
Upjohn further confirms our assessment."
SUGEN, Inc. is a biopharmaceutical company focused on the discovery and
development of small molecule drugs, which target specific cellular signal
transduction pathways. SUGEN currently has two cancer products in late stage
clinical trials: SU101 (a PDGF receptor inhibitor) is in Phase III trials in
refractory brain cancer, will be entering Phase III in refractory prostate
cancer this year, and is in Phase II in ovarian and non-small cell lung cancers;
SU5416 (a Flk-1/KDR angiogenesis inhibitor) is soon to be entering Phase III
registrational studies for the treatment of non-small cell lung and colorectal
cancer and Phase II/III in Kaposi's sarcoma. A third compound, SU6668, (a
multi-mechanism inhibitor of angiogenesis and tumor growth) is in Phase I for
the treatment of solid tumors. The Company has major research and development
collaborations with AstraZeneca, ASTA Medica, Allergan and Taiho.
This press release contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual could differ significantly from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include the factors more fully discussed in the Company's 1998 Form
10-K. The Company undertakes no obligation to release the results of any
revision to these forward-looking statements which may be made to reflect events
or circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events.
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Additional written materials and press releases regarding SUGEN are available
through the SUGEN Fax-On-Demand Information Service by dialing 1-888-329-4699 or
at www.sugen.com.
SUGEN, Inc.
For the Periods Ended June 30, 1999
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
<CAPTION>
Three months ended 6/30, Six months ended 6/30,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Contract revenue: $ 2,485 $ 2,351 $ 6,747 $ 3,996
Costs and expenses:
Research and development 16,577 11,711 33,105 21,143
General and administrative 4,534 1,999 7,207 3,844
-------- -------- -------- --------
Total costs and expenses 21,111 13,710 40,312 24,987
-------- -------- -------- --------
Operating loss (18,626) (11,359) (33,565) (20,991)
Interest income, net (14,345) 484 (14,311) 995
-------- -------- -------- --------
Net loss $(32,971) $(10,875) $(47,876) $(19,996)
Basic and diluted net loss per share $ (1.95) $ (0.69) $ (2.85) $ (1.28)
Shares used in computing
basic and diluted net loss per share 16,916 15,721 16,799 15,533
CONSOLIDATED BALANCE SHEET DATA
(In thousands)
Jun. 30 Dec.31
1999 1998
--------- ---------
(unaudited) (1)
Cash, cash equivalents $ 47,607 $ 47,297
and short-term investments
Total assets $ 59,975 $ 59,333
Senior custom convertible notes $ 44,903 $ 5,694
Other long-term obligations $ 4,922 $ 5,724
Accumulated deficit $(179,289) $(130,599)
Total stockholders' equity $ (18,525) $ 24,718
Common stock outstanding 16,973 16,614
<FN>
Note:
(1) Derived from audited balance sheet at this date.
</FN>
</TABLE>
