ARRIS PHARMACEUTICAL CORP/DE/
10-Q, 1997-05-14
PHARMACEUTICAL PREPARATIONS
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE  COMMISSION
                            WASHINGTON, D.C.   20549
                                                              
                              --------------------

                                   FORM 10-Q
                                        
[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended March 31, 1997

                                       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: 0-22788
                                        
                        ARRIS PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)
                                        
Delaware                                  22-2969941
(State or other jurisdiction of           (IRS Employer Identification No.)
incorporation or  organization)

                           385 OYSTER POINT BOULEVARD
                      SOUTH SAN FRANCISCO, CALIFORNIA 94080
                    (Address of principal executive offices)
                                        
                                 (415) 829-1000
              (Registrant's telephone number, including area code)
                                        
Indicate by check mark whether the registrant (1) has filed all reports required
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. 
[x] Yes  [  ] No 

The number of outstanding shares of the registrant's Common Stock, $0.001 par
value, was 14,963,227 as of April 30, 1997.


                                        1

<PAGE>

                        ARRIS PHARMACEUTICAL CORPORATION
                                        
                                      INDEX
                                        

                                                                        PAGE
PART I:  FINANCIAL INFORMATION

ITEM 1.     Financial Statements (unaudited) *

Consolidated Balance Sheets - March 31, 1997 and December 31, 1996......  3

Consolidated Statements of Operations - Three months
          ended March 31, 1997 and 1996.................................  4

Consolidated Statements of Cash Flows - Three months ended
           March 31, 1997 and 1996 .....................................  5

Notes to Consolidated Financial Statements - March 31, 1997.............  6

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

PART II:  OTHER INFORMATION ............................................ 13

ITEM 1.  Legal Proceedings
ITEM 2.  Changes in Securities
ITEM 3.  Defaults Upon Senior Securities
ITEM 4.  Submission of Matters to a Vote of Security Holders
ITEM 5.  Other Information
ITEM 6.  Exhibits and Reports on Form 8-K


SIGNATURES.............................................................  14




*  The financial information contained herein should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, filed
on March 31, 1997.


                                       2

<PAGE>

                        ARRIS PHARMACEUTICAL CORPORATION
                                        
PART I:  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
                                        
                           CONSOLIDATED BALANCE SHEETS
                                        
<TABLE>
<CAPTION>
                                                          March 31,   December 31,
                                                            1997          1996
                                                         (unaudited)
                                                         -----------  ------------
ASSETS                                                         (IN THOUSANDS)
<S>                                                      <C>          <C>
Current assets:
  Cash and cash equivalents                               $   7,166     $  10,822
  Short-term marketable investments                          39,406        37,021
  Prepaid expenses and other current assets                   3,309         2,217
                                                          ---------     ---------
    Total current assets                                     49,881        50,060

Long-term marketable investments                              6,706        11,627
Restricted investments                                        9,250         7,250
Property and equipment, net                                  11,298        10,446
Other assets                                                  1,492         1,449
                                                          ---------     ---------
    TOTAL ASSETS                                          $  78,627     $  80,832
                                                          ---------     ---------
                                                          ---------     ---------

     
LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
  Accounts payable                                        $   1,801     $   1,439
  Accrued compensation                                        1,027         1,480
  Other accrued liabilities                                   1,761         1,570
  Current portion of deferred revenue                         8,322        10,783
  Current portion of capital lease and debt obligations       1,899         1,984
                                                          ---------     ---------
    Total current liabilities                                14,810        17,256

Deferred revenue, noncurrent                                  2,146         1,973
Capital lease and debt obligations, net of current 
  portion                                                    10,389         8,703

Stockholders' equity:
  Preferred stock, $.001 par value; 10,000,000 shares
    authorized, none issued or outstanding                       --            --   
  Common stock, $.001 par value; 30,000,000 shares
    authorized, 14,938,674 shares and 14,831,975 shares
    issued and outstanding at March 31, 1997 and 
    December 31, 1996, respectively                         116,332       115,904
    
  Note receivable from officer                                 (200)         (200)
  Accumulated deficit                                       (64,850)      (62,804)
                                                          ---------     ---------
    Total stockholders' equity                               51,282        52,900
                                                          ---------     ---------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $  78,627     $  80,832
                                                          ---------     ---------
                                                          ---------     ---------
</TABLE>

    See accompanying notes to consolidated financial statements.


                                    3

<PAGE>

                     ARRIS PHARMACEUTICAL CORPORATION
                                        
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                               (unaudited)
                                        
<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                             March 31,
                                                      -----------------------
                                                        1997           1996
                                                      --------       --------
                                                       (IN THOUSANDS, EXCEPT
                                                         PER SHARE AMOUNTS)
<S>                                                   <C>            <C>
  Contract revenues                                   $   6,689      $   5,044

  Operating expenses:
      Research and development                            7,847          5,644
      General and administrative                          1,615          1,205
                                                      ---------      ---------

          Total operating expenses                        9,462          6,849
                                                      ---------      ---------

  Operating loss                                         (2,773)        (1,805)

  Interest income                                           949            357
  Interest expense                                         (222)          (115)
                                                      ---------      ---------

  Net loss                                            $  (2,046)     $  (1,563)
                                                      ---------      ---------
                                                      ---------      ---------

  Net loss per share                                  $   (0.14)     $   (0.15)  
                                                      ---------      ---------
                                                      ---------      ---------
                                                                              
  Shares used in computing net loss per share            14,898         10,404
                                                      ---------      ---------
                                                      ---------      ---------
</TABLE>
                                        
          See accompanying notes to consolidated financial statements.


                                        4

<PAGE>

                        ARRIS PHARMACEUTICAL CORPORATION 
                                        
                     CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                   (unaudited)

<TABLE>
<CAPTION>
                                                           Three months ended
                                                                March 31,
                                                          ---------------------
                                                            1997        1996
                                                          ---------   ---------
                                                              (IN THOUSANDS)
<S>                                                       <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                  $ (2,046)    $ (1,563)
Adjustments to reconcile net loss to net cash
  and cash equivalents used in operating
  activities:
    Depreciation and amortization                            1,052        1,017
    Changes in assets and liabilities:
      Prepaid expenses and other current assets             (1,091)        (728)
      Other assets                                             (89)          59
      Accounts payable, accrued liabilities and                                             
        deferred revenue                                    (2,189)         977
                                                          ---------    --------
Net cash and cash equivalents used in operating
  activities                                                (4,363)        (238)
                                                          ---------    --------


CASH FLOWS FROM INVESTING ACTIVITIES:
Held-to-maturity securities
  Purchases                                                 (9,683)      (8,857)
  Maturities                                                12,220           --

Purchase of restricted investments                          (2,000)          --
Expenditures for property and equipment                     (1,860)      (1,583)
                                                          ---------    --------
Net cash and cash equivalents used in investing 
  activities                                                (1,323)     (10,440)
                                                          ---------    --------


CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock                     428       36,653
Proceeds from notes payable and lease financing              2,000        1,664
Principal payments on notes payable and capital
  leases                                                      (398)      (1,218)
                                                          ---------    --------
Net cash and cash equivalents provided by 
  financing activities                                       2,030       37,099
                                                          ---------    --------

Net (decrease) increase in cash and cash
  equivalents                                               (3,656)      26,421
Cash and cash equivalents, beginning of period              10,822       21,706
                                                          ---------    --------

Cash and cash equivalents, end of period                   $ 7,166     $ 48,127
                                                          ---------    --------
                                                          ---------    --------
</TABLE>

    See accompanying notes to consolidated financial statements.

                                      5

<PAGE>



                        ARRIS PHARMACEUTICAL CORPORATION 
                                        
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997
                                   (unaudited)
                                        

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Arris Pharmaceutical Corporation, a Delaware corporation ("Arris" or the 
"Company"), uses an integrated drug discovery approach combining 
structure-based drug design, combinatorial chemistry and its proprietary 
Delta Technology to discover and develop a number of diverse synthetic small 
molecule therapeutics for commercially important disease categories where 
existing therapies have significant limitations.  Arris' product development 
includes protease discovery programs targeting the inhibition of enzymes 
implicated in asthma, inflammatory disease, blood clotting disorders, 
infectious disease, osteoporosis, cancer and autoimmune disease.  The 
Company's technology platform also includes receptor-based discovery programs 
designed to discover small molecule drugs that mimic important therapeutic 
proteins that are already successful products.

The consolidated financial statements include the accounts of the Company and 
its wholly-owned subsidiaries, Arris Protease, Inc., and Arris 
Pharmaceuticals Canada, Inc. ("Arris Canada").  All significant intercompany 
accounts and transactions have been eliminated.

BASIS OF PRESENTATION

The unaudited consolidated financial statements included herein have been 
prepared by the Company according to the rules and regulations of the 
Securities and Exchange Commission.  Certain information and footnote 
disclosures normally included in complete financial statements prepared in 
accordance with generally accepted accounting principles have been condensed 
or omitted pursuant to such rules and regulations.  The financial statements 
reflect, in the opinion of management, all adjustments (which include only 
normal recurring adjustments) necessary to state fairly the financial 
position and results of operations as of and for the periods indicated.  The 
results of operations for the three month period ended March 31, 1997 are not 
necessarily indicative of the results to be expected for subsequent quarters 
or the full fiscal year. 

These financial statements should be read in conjunction with the audited 
financial statements and the notes thereto included in the Company's 1996 
Annual Report on Form 10-K filed with the Securities and Exchange Commission.


                                       6

<PAGE>

                        ARRIS PHARMACEUTICAL CORPORATION 
                                        
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                        

2.  NOTE PAYABLE

In September, 1996, the Company obtained a line of credit agreement to borrow 
up to $12 million by December 1997.  During the three months ended March 31, 
1997, the Company borrowed an additional $2.0 million under this line of 
credit. Borrowing terms remain the same as December 31, 1996, except that the 
interest rate at March 31, 1997 was a combination of the LIBOR rate plus 1.5% 
and the bank's reference rate, which were 7.5% and 7.0%, respectively.  At 
March 31, 1997, $3.6 million remains available under this line of credit.

3.  EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement 
No. 128, Earnings per Share, which is required to be adopted on December 31, 
1997. At that time, the Company will be required to change the method 
currently used to compute earnings per share and to restate all prior 
periods.   Under the new requirements for calculating basic earnings per 
share, the dilutive effect of stock options will be excluded.  The impact is 
expected to have no effect on earnings per share for the first quarters ended 
March 31, 1997 and March 31, 1996. The impact of Statement 128 on the 
calculation of diluted earnings per share for these quarters is also expected 
to have no effect. 

                                        
                                       7

<PAGE>

                        ARRIS PHARMACEUTICAL CORPORATION
                                        
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION      
                                  AND RESULTS OF OPERATIONS


THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS, IN ADDITION TO HISTORICAL 
INFORMATION, FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. 
THE COMPANY'S ACTUAL RESULTS COULD DIFFER SIGNIFICANTLY FROM THE RESULTS 
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.  FACTORS THAT COULD CAUSE OR 
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE 
DISCUSSED UNDER "CERTAIN BUSINESS RISKS" BELOW AS WELL AS ELSEWHERE HEREIN, 
TOGETHER WITH THOSE DISCUSSED IN "ITEM 1. BUSINESS", INCLUDING "BUSINESS 
RISKS" ON FORM 10-K, FILED MARCH 31, 1997.

OVERVIEW

Since its inception in April 1989, the Company has devoted substantially all 
of its resources to its research and development programs.  To date, the 
Company's only source of revenue has been its corporate collaborations with 
Pharmacia & Upjohn, Inc. and its predecessors ("PNU"), Amgen, Inc. ("Amgen"), 
Bayer AG ("Bayer"), SmithKline Beecham Corporation ("SB") and Merck & Co. 
("Merck").  Its collaborations have taken a variety of forms including in 
each case certain of the following elements:  payments to the Company of an 
up-front fee, purchase of the Company's common stock (PNU human growth 
hormone collaboration only), research funding payments, milestone payments, 
if and when milestones are achieved, and royalties upon the sale of any 
resulting products.  Where appropriate, the up-front fees have been recorded 
as deferred revenue until earned.

The Company has not been profitable since inception and expects to incur 
substantial losses for at least the next several years, primarily due to the 
cost of its research and development programs, including preclinical studies 
and human clinical trials.  The Company expects that losses will fluctuate 
from quarter to quarter, that such fluctuations may be substantial, and that 
results from prior quarters may not be indicative of future operating 
results. As of March 31, 1997 the Company's accumulated deficit was 
approximately $64.9 million.

RESULTS OF OPERATIONS

Contract revenue

The Company's revenues increased to $6.7 million for the three-month period 
ended March 31, 1997 as compared to $5.0 million for the same period in 1996. 
All of the Company's revenues presently are attributable to collaborations 
with PNU, Amgen, Bayer, SB and Merck.  The increase in 1997 was primarily due 
to: (i) the second portion of the license fee and research funding for the 
collaboration with SB to develop inhibitors using Arris' proprietary Delta 
technology targeting intracellular viral proteases, which commenced in June 
1996, (ii) the research funding for the collaboration with Merck to develop 
small molecule inhibitors of proteases involved in osteoporosis, which 
commenced in November 1996 and (iii) the full effects of research funding and 
the initial shipment of 25,000 small molecule synthetic organic compounds 
under the combinatorial chemistry collaboration with PNU, (250,000 total 
compounds are due under the three year agreement), which commenced in March 
1996.  These increases were partially offset by lower revenues recognized 
under the erythropoetin collaboration with Amgen, in which the research 
funded portion ended during the first quarter


                                       8

<PAGE>
                                 
                        ARRIS PHARMACEUTICAL CORPORATION
                                        
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION      
                     AND RESULTS OF OPERATIONS (CONTINUED)


of 1997 and the human growth hormone collaboration with PNU, in which the 
research funded portion will end in mid-1997.

Research and development

Research and development expenses increased to $7.8 million of total 
operating expenses for the three-month period ended March 31, 1997 as 
compared to $5.6 million in the same period in 1996.  This increase was 
primarily due to the expansion of the Company's research efforts in new and 
existing programs. Research and development expenses as a percentage of total 
operating expenses represents 83% in 1997, compared to 82% in 1996.  The 
Company expects research and development costs will be incurred at increased 
levels for the remainder of 1997 when compared to 1996 as a result of further 
expansion of its research programs and conduct of preclinical studies and 
clinical trials.

General and administrative

The Company's general and administrative expenses increased to $1.6 million 
for the three- month period ended March 31, 1997 as compared to  $1.2 million 
in the same period in 1996.  The increase in expenses for the three-month 
period was primarily due to the addition of general and administrative 
personnel in support of the Company's expanded research and development 
efforts.  General and administrative expenses as a percentage of total 
expenses represents 17% in 1997, as compared to 18% in 1996.  The Company 
expects its general and administrative costs will be incurred at increased 
levels for the remainder of 1997 when compared to 1996 as a result of 
additional support necessary for expanded research and development.

Interest income and expense

Interest income increased to $949,000 for the three-month period ended March 
31, 1997 as compared to  $357,000 in the same period in 1996.  The increase 
was largely due to the higher average cash balances during the period in 1997 
resulting from receipt of net proceeds of approximately $36 million from the 
follow-on offering of 3,000,000 shares of the Company's common stock which 
closed on March 27, 1996, approximately $5.5 million from the exercise on 
April 24, 1996 by the underwriters of the over allotment option in the 
offering of 450,000 shares and to the receipt of up-front fees collected 
under new collaborations during the latter half of 1996.  Interest expense 
increased to $222,000 for the three-month period ended March 31, 1997 as 
compared to $115,000 in the same period of 1996 as a result of higher average 
debt balances incurred to finance the expansion of the Company's facilities 
and acquisition of lab equipment. 

                                        
                                       9

<PAGE>

                        ARRIS PHARMACEUTICAL CORPORATION
                                        
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION      
                     AND RESULTS OF OPERATIONS (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations since inception primarily through 
private and public offerings of its capital stock and through corporate 
collaborations.  As of March 31, 1997, the Company had realized approximately 
$91.4 million in net proceeds from offerings of its capital stock.  In 
addition, the Company has realized $65.2 million from its corporate 
collaborations (excluding the $5.4 million equity investment in the Company 
made by PNU). 

The Company's principal sources of liquidity are its cash and investments, 
which totaled $62.5 million as of March 31, 1997.   In September 1996, the 
Company arranged for a $12 million line of credit from Bank of America.  As 
of March 31, 1997 the Company had borrowed $8.4 million and had $3.6 million 
remaining available under this line of credit.

Net cash used by operating activities during the three-month period ended 
March 31, 1997 was $4.4 million compared to $238,000 in the same period in 
1996.  This increase is primarily due to an increase in net loss for the 3 
months ended March 31, 1997 and the timing of cash received under the 
Company's collaboration agreements with PNU, Amgen, Bayer, SB, and Merck.  
Cash used in operating activities is expected to fluctuate from quarter to 
quarter depending, in part, upon the timing and amounts, if any, of cash 
received from existing and any new collaboration agreements.

The Company also spent approximately $1.9 million for the purchase of 
property, plant and equipment during the three-month period ended March 31, 
1997. Additional equipment will be needed as the Company increases its 
research and development activities.  The Company received net financing of 
$1.6 million, which was comprised of borrowings under existing credit 
instruments and payments under lease agreements, during the three-months 
ended March 31, 1997.

The Company's revenues presently are attributable to collaborations with 
PNU, Amgen, Bayer, SB and Merck.  The PNU human growth hormone collaboration 
extends through mid-1997.  The research phase of the Amgen erythropoetin 
collaboration ended in February 1997.  The proof of concept phase of the SB 
collaboration ends in June 1997 and can be extended by SB beyond that into a 
research phase.  All of the Company's other collaborations extend beyond the 
next 12 months.  If the Company is unable to renew any of these 
collaborations or extend the SB collaboration into the research phase, such 
events may have a material adverse effect on the Company's business and 
financial condition.

The Company expects that its existing capital resources, including research 
and development revenues from existing collaborations, will enable the 
Company to maintain current and planned operations through at least the next 
48 months. The Company may need to raise substantial additional capital to 
fund its operations before the end of such period.  The Company expects that 
it will seek such additional funding through new collaborations, through the 
extension of existing collaborations or through public or private equity or 
debt financing.                                         


                                       10

<PAGE>

                          ARRIS PHARMACEUTICAL CORPORATION
                                        
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION      
                        AND RESULTS OF OPERATIONS (CONTINUED)


There can be no assurance that additional financing will be available on 
acceptable terms or at all.  If additional funds are raised by issuing equity 
securities, further dilution to stockholders may result.  If adequate funds 
are not available, the Company may be required to delay, to reduce the scope 
of or to eliminate one or more of its research or development programs or to 
obtain funds through arrangements with collaborative partners or others that 
may require the Company to relinquish rights to certain of its technologies 
or products that the Company would otherwise seek to develop or commercialize 
itself.

CERTAIN BUSINESS RISKS 

The Company is at an early stage of development.  The Company's technologies 
are, in many cases, new and still under development.  All of the Company's 
proposed products are in research or development and will require significant 
additional research and development efforts prior to any commercial use, 
including extensive preclinical and clinical testing as well as lengthy 
regulatory approval.  There can be no assurance that the Company's research 
and development efforts will be successful, that any of its proposed products 
will prove to be safe and efficacious in the clinical trials or that any 
commercially successful products will ultimately be developed by the Company. 
In addition, many of the Company's currently proposed products are subject 
to development and licensing arrangements with the Company's collaborators.  
Therefore, the Company is dependent on the research and development efforts 
of these collaborators.  Moreover, the Company is entitled only to a portion 
of the revenues, if any, realized from the commercial sale of any of the 
proposed products covered by the collaborations. The Company has experienced 
significant operating losses since its inception and expects to incur 
significant operating losses over at least the next several years.  The 
development of the Company's technology and proposed products will require a 
commitment of substantial funds to conduct these costly and time consuming 
activities.  All of the Company's revenues to date have been received 
pursuant to the Company's  collaborations.
                                        
Should the Company or its collaborators fail to perform in accordance with 
the terms of any of their agreements, any consequent loss of revenue under 
the agreements could have a material adverse effect on the Company's results 
of operations.  The proposed products under development by the Company have 
never been manufactured on a commercial scale and there can be no assurance 
that such products can be manufactured at a cost or in quantities necessary 
to make them commercially viable.  The Company has no sales, marketing or 
distribution capability.  If any of its products subject to collaborative 
agreements are successfully developed, the Company must rely on its 
collaborators to market such products.  
                                        
                                        
                                       11

<PAGE>

                       ARRIS PHARMACEUTICAL CORPORATION
                                        
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION      
                     AND RESULTS OF OPERATIONS (CONTINUED)


                                        
If the Company develops any products which are not subject to collaborative 
agreements, it must either rely on other large pharmaceutical companies to 
market such products or must develop a marketing and sales force with 
technical expertise and supporting distribution capability in order to market 
such products directly.  The foregoing risks reflect the Company's early 
stage of development and the nature of the Company's industry and products.  
Also inherent in the Company's stage of development is a range of additional 
risks, including competition, uncertainties regarding protection of patents 
and proprietary rights, government regulation and uncertainties regarding 
health care reform.  These risks and uncertainties are discussed further in 
"Item 1. -Business - Business Risks" on Form 10-K, filed by the Company March 
31, 1997.
                                        
                                        
                                       12

<PAGE>
                                        
                        ARRIS PHARMACEUTICAL CORPORATION
                                        

PART II:  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
          None

ITEM 2.   CHANGES IN SECURITIES
          None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
          None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          None

ITEM 5.   OTHER INFORMATION
          None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                    
          a)   Exhibits
                                   
               27   Financial Data Schedule.

               
          b)   Reports on Form 8-K
               The Company filed no reports on Form 8-K for the quarter ended 
               March 31, 1997.

                                        
                                        
                                       13

<PAGE>
                                        
                        ARRIS PHARMACEUTICAL 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.


                                    ARRIS PHARMACEUTICAL CORPORATION



Date: May 14, 1997            By:   /s/ John P. Walker                  
                                    --------------------------------------
                                    John P. Walker
                                    President, Chief Executive Officer 
                                    and Director





Date: May 14, 1997            By:   /s/ Frederick J. Ruegsegger            
                                    --------------------------------------
                                    Frederick J. Ruegsegger
                                    Vice President and Chief Financial 
                                    Officer (Principal Financial and 
                                    Accounting Officer)   



                                     14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, STATEMENTS OF OPERATIONS AND STATEMENTS OF CASH
FLOWS INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1997,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND
NOTES THERETO.
</LEGEND>
<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>                                           7,166
<SECURITIES>                                    39,406
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                49,881
<PP&E>                                          21,635
<DEPRECIATION>                                (10,337)
<TOTAL-ASSETS>                                  78,627
<CURRENT-LIABILITIES>                           14,810
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        14,939
<OTHER-SE>                                      51,282
<TOTAL-LIABILITY-AND-EQUITY>                    78,627
<SALES>                                              0
<TOTAL-REVENUES>                                 6,689
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 7,847
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 222
<INCOME-PRETAX>                                (2,046)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (2,046)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (2,046)
<EPS-PRIMARY>                                    (.14)
<EPS-DILUTED>                                    (.14)
        

</TABLE>


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