<PAGE>
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 June 30, 2000.
_____ 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
0-23160
Anesta Corp.
(Exact name of registrant as specified in its charter)
Delaware 87-0424798
(State or other jurisdiction of (I.R.S. Employer
Identification No.) incorporation or organization)
4745 Wiley Post Way
Salt Lake City, UT 84116
(801) 595-1405
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.001 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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_____
----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock $.001 par value 13,452,746
Outstanding at August 11, 2000
<PAGE>
ANESTA CORP.
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
--------
Balance Sheets -
June 30, 2000 and December 31, 1999 (unaudited) 2
Statements of Operations and Comprehensive Loss -
for the three and six months ended June 30, 2000 and
1999 (unaudited) 3
Statements of Cash Flows -
for the six months ended June 30, 2000 and 1999 (unaudited) 4
Notes to Financial Statements (unaudited) 5
Management's Discussion and Analysis of
Financial Condition and Results
of Operations 8
PART II. OTHER INFORMATION 11
SIGNATURES 12
1
<PAGE>
ANESTA CORP.
BALANCE SHEETS
(Unaudited)
-----------
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 2000 1999
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 16,592,225 $ 11,746,093
Current portion of
certificate of deposit 340,000 340,000
Marketable debt securities, available-for-sale 23,078,033 59,031,849
Accounts receivable 2,329,472 1,956,357
Prepaid expenses and other current assets 952,635 667,960
------------ ------------
Total current assets 43,292,365 73,742,259
------------ ------------
Property and equipment, at cost:
Furniture and equipment 1,111,786 1,099,529
Leasehold improvements 2,820,691 2,813,166
Accumulated depreciation (1,610,292) (1,447,484)
------------ ------------
2,322,185 2,465,211
------------ ------------
Other assets:
Certificate of deposit 1,700,000 1,700,000
Other assets 24,061,930 301,327
Accumulated amortization (439,596)
------------ ------------
25,322,334 2,001,327
------------ ------------
Total assets $ 70,936,884 $ 78,208,797
============ ============
<CAPTION>
June 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999
----------- ------------
<S> <C> <C>
Current liabilities:
Accounts payable $ 1,558,858 $ 409,584
Accrued liabilities:
Accrued compensation 714,887 655,870
Other 1,061,625 139,062
Current portion of unearned revenues 93,275 746,389
Current portion of note payable 333,333 333,333
------------ ------------
Total current liabilities 3,761,978 2,284,238
Unearned revenues 1,832,647 1,831,759
Note payable 1,666,667 1,666,667
------------ ------------
Total liabilities 7,261,292 5,782,664
------------ ------------
Commitments
Stockholders' equity:
Common stock, par value, $.001 per share; Authorized:
35,000,000 shares; Issued: 13,398,554 shares
in 2000 and 13,311,839 shares in 1999 13,399 13,312
Additional paid-in capital 131,607,925 130,742,839
Accumulated deficit (67,832,212) (58,166,809)
Accumulated other comprehensive loss (113,520) (163,209)
------------ ------------
Total stockholders' equity 63,675,592 72,426,133
------------ ------------
Total liabilities and stockholders' equity $ 70,936,884 $ 78,208,797
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements
2
<PAGE>
ANESTA CORP.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
--------
<TABLE>
<CAPTION>
Three months ended Six months ended
---------------------------------- ----------------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenues:
Product sales $ 3,085,248 $ 1,094,955 $ 3,993,060 $ 1,128,063
Royalty revenue - 28,828 26,211 29,809
Revenues from license agreements 256,666 450,000 652,225 621,148
------------- --------------- --------------- --------------
Total revenues 3,341,914 1,573,783 4,671,496 1,779,020
------------- --------------- --------------- --------------
Operating costs and expenses:
Cost of goods sold 774,926 361,813 1,022,657 371,007
Royalties 96,388 30,885 124,319 31,908
Research and development 2,429,729 2,506,145 4,940,497 4,712,785
Depreciation and amortization 522,837 74,468 605,482 147,517
Selling, general and administrative 6,992,669 2,210,044 9,197,875 4,004,323
------------- --------------- --------------- --------------
Total costs and expenses 10,816,549 5,183,355 15,890,830 9,267,540
------------- --------------- --------------- --------------
Loss from operations (7,474,635) (3,609,572) (11,219,334) (7,488,520)
Non operating income (expense):
Interest income 667,729 1,085,098 1,654,754 2,106,915
Interest expense (35,778) (32,200) (71,167) (58,275)
Other - 591 1,675 562
------------- --------------- --------------- --------------
Loss before provision for
income taxes (6,842,684) (2,556,083) (9,634,072) (5,439,318)
Provision for income taxes (5,710) (8,400) (31,331) (14,800)
------------- --------------- --------------- --------------
Net loss (6,848,394) (2,564,483) (9,665,403) (5,454,118)
Other comprehensive income (loss):
Foreign currency translation adjustment (6,964) (10,236) (13,234) (18,001)
Unrealized gain (loss) on marketable debt
securities, available-for-sale 62,323 (142,401) 62,923 (203,508)
------------- --------------- --------------- --------------
Total other comprehensive income (loss) 55,359 (152,637) 49,689 (221,509)
------------- --------------- --------------- --------------
Comprehensive loss $(6,793,035) $(2,717,120) $(9,615,714) $(5,675,627)
------------- --------------- --------------- --------------
Basic and diluted loss per common share--
Net loss per common share $ (0.51) $ (0.19) $ (0.72) $ (0.41)
------------- --------------- --------------- ---------------
Weighted average shares outstanding 13,385,565 13,220,051 13,372,861 13,170,944
------------- --------------- --------------- ---------------
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE>
ANESTA CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
________
<TABLE>
<CAPTION>
Six months ended
-----------------------------------
June 30, June 30,
2000 1999
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (9,665,403) $ (5,454,118)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 605,482 147,517
Gain on retirement of assets (25) (435)
Increase (decrease) due to changes in:
Accounts receivable (373,114) (787,289)
Prepaid expenses and other current assets (284,674) (1,154,667)
Other assets 89,396 (26,987)
Accounts payable 1,149,274 (966,459)
Accrued liabilities 981,580 (642,921)
Unearned revenues (652,226) 535,102
---------------- ----------------
Net cash used in operating activities (8,149,710) (8,350,257)
---------------- ----------------
Cash flows from investing activities:
Capital expenditures (22,861) (96,762)
Proceeds from sales of assets 25 488
Purchase of other assets (23,850,000)
Purchase of marketable debt securities,
available-for-sale (6,020,987) (45,078,675)
Sales and maturities of marketable debt securities,
available-for-sale 42,037,726 22,822,626
---------------- ----------------
Net cash provided by (used in) investing
activities 12,144,403 (22,352,323)
---------------- ----------------
Cash flows from financing activities:
Net proceeds from issuance of common stock 865,173 1,333,306
---------------- ----------------
Net cash provided by financing activities 865,173 1,333,306
---------------- ----------------
Effect of exchange rate changes on cash (13,234) (18,001)
---------------- ----------------
Net increase (decrease) in cash and cash
equivalents 4,846,132 (29,387,275)
Cash and cash equivalents at beginning of period 11,746,093 55,889,226
---------------- ----------------
Cash and cash equivalents at end of period $ 16,592,225 $ 26,501,951
================ ================
</TABLE>
The accompanying notes are an integral
part of the financial statements
4
<PAGE>
ANESTA CORP.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
_____________
1. Significant Accounting Policies:
-------------------------------
In the opinion of management, the accompanying financial statements contain
all adjustments (consisting only of normal recurring items) necessary to
present fairly the financial position of Anesta Corp. (the Company) as of
June 30, 2000, the results of its operations for the three and six months
ended June 30, 2000 and 1999, and its cash flows for the six months ended
June 30, 2000 and 1999. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for
the full year period.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
financial statements be read in conjunction with the Company's Annual
Report on Form 10-K for the period ended December 31, 1999 and Quarterly
Report on Form 10-Q for the period ended March 31, 2000.
Net Loss Per Share
------------------
Basic and diluted earnings per share are computed in accordance with
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per
------------
Share (EPS). Basic EPS excludes dilution and is computed by dividing
-----
income available to common stockholders by the weighted-average number of
common shares outstanding for the period. Diluted EPS reflects the
potential dilution from convertible securities or contracts to issue common
stock. Common equivalent shares are excluded from the computation of
diluted EPS when their effect is antidilutive. As of June 30, 2000,
options to purchase 1,927,647 shares of common stock at prices between
$9.25 and $25.1875 per share were outstanding. As of June 30, 1999,
options to purchase 1,322,487 shares of common stock at prices between
$5.25 and $25.1875 were outstanding. None of these options were included
in the computation of diluted loss per share because the effect would have
been antidilutive.
2. Cash, Cash Equivalents and Marketable Debt Securities:
-----------------------------------------------------
At June 30, 2000, the Company maintained a majority of its cash, cash
equivalents and marketable debt securities in two banks in San Francisco,
California.
3. Income Taxes:
------------
The provision for income taxes for the three and six months ended June 30,
2000 and 1999 is related solely to state income taxes.
4. Revolving/Term Promissory Note Agreements:
-----------------------------------------
In January 1995, the Company secured a revolving/term loan in the amount of
$1,500,000. This loan converted to a 10 year term loan on May 15, 1995.
In March 1997 and July 1999, the Company borrowed an additional $800,000
and $500,000, respectively.
5
<PAGE>
ANESTA CORP.
NOTES TO FINANCIAL STATEMENTS, Continued
(Unaudited)
___________
4. Revolving/Term Promissory Note Agreements, Continued
-----------------------------------------
As of June 30, 2000, the balance of the loan is $2,000,000. Annual
principal payments in the amount of $333,333 will be made on approximately
July 15 for the next 6 years beginning on July 15, 2000. Interest at the
rate of 8% is paid quarterly. As of June 30, 2000, borrowings under the
agreement are collateralized by a certificate of deposit in the amount of
$2,040,000, which is maintained in a bank in Salt Lake City, Utah.
5. Collaborative Relationships:
---------------------------
In 1989, Anesta entered into a research and development, license, supply
and distribution agreement (1989 Agreement) with Abbott Laboratories
(Abbott). Under the agreement, as amended, Anesta granted to Abbott the
exclusive right to make, use and market in the United States OTS products
resulting from technology owned or licensed by Anesta consisting of OTS
fentanyl. Under the 1989 Agreement, Abbott provided development funding and
milestone payments and was obligated to pay royalties and other payments on
product sales. Through June 30, 2000, Abbott had paid a total of
$10,050,000 for the development of Anesta's OTS fentanyl product line.
Anesta anticipates it will receive no further payments in the future from
Abbott.
On March 13, 2000, Anesta announced that it had reaquired the U.S.
marketing rights for Actiq with Abbott. Effective April 2000, Anesta has
responsibility for the sales and marketing of Actiq in the U.S. As part of
the reacquisition, Anesta made cash payments to Abbott of $23,850,000,
which amount is included in other assets in the accompanying balance sheet.
Anesta is also obligated to make on-going earn-out payments to Abbott until
May 1,2005. Capitalized amounts related to this agreement, which relate
primarily to the acquired marketing rights, are being amortized on a
straight-line basis over a ten year expected life. Abbott will continue to
manufacture Actiq and Fentanyl Oralet for Anesta in the U.S. for a period
of 24 to 36 months, after which Anesta has the right to manufacture such
products.
6. Subsequent Events
-----------------
On July 17, 2000, the Company announced that Cephalon, Inc. (Cephalon) will
acquire all of the outstanding shares of Anesta in a tax-free, stock-for-
stock transaction intended to be accounted for as a pooling of interests.
Upon completion of the transaction, Anesta shareholders will receive 0.4765
shares of newly-issued Cephalon common stock for each share of Anesta they
own. As part of the transaction, Anesta has agreed to a termination fee of
$15 million, which is payable under certain conditions. The boards of
directors of both companies have unanimously approved the proposed merger,
which is subject to the approval of Anesta shareholders, regulatory
agencies and customary closing conditions. The merger is expected to be
completed during the fourth quarter of 2000. Under the terms of the merger
agreement, Anesta will become a wholly-owned subsidiary of Cephalon.
6
<PAGE>
ANESTA CORP.
NOTES TO FINANCIAL STATEMENTS, Continued
(Unaudited)
---------
7. Stockholders' Equity:
The table below presents the activity in stockholders' equity from
January 1, 2000 to June 30, 2000:
<TABLE>
<CAPTION>
Common Stock Accumulated
--------------------------------------------
Additional Other
Paid-in Accumulated Comprehensive
Shares Amount Capital Deficit Loss Total
------------ --------- ---------------- --------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 2000 13,311,839 $ 13,312 $ 130,742,839 $ (58,166,809) $ (163,209) $ 72,426,133
Exercise of stock options for cash 86,715 87 865,086 865,173
Net loss (9,665,403) (9,665,403)
Other comprehensive income 49,689 49,689
------------ --------- ------------- ------------- --------------- ------------
Balance at June 30, 2000 13,398,554 $ 13,399 $ 131,607,925 $ (67,832,212) $ (113,520) $ 63,675,592
============ ========= ============= ============= =============== ============
</TABLE>
7
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements which involve risks
and uncertainties. The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors discussed in this section. Additional risks and uncertainties are
described in the Company's most recently filed Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 and the Current Report on Form 8-K dated
July 21, 2000.
Overview
On July 17, 2000, the Company announced that Cephalon, Inc. (Cephalon) will
acquire all of the outstanding shares of Anesta in a tax-free, stock-for-stock
transaction intended to be accounted for as a pooling of interests. Upon
completion of the transaction, Anesta shareholders will receive 0.4765 shares of
newly-issued Cephalon common stock for each share of Anesta they own. As part
of the transaction, Anesta has agreed to a termination fee of $15 million, which
is payable under certain conditions. The boards of directors of both companies
have unanimously approved the proposed merger, which is subject to the approval
of Anesta shareholders, regulatory agencies and customary closing conditions.
The merger is expected to be completed during the fourth quarter of 2000. Under
the terms of the merger agreement, Anesta will become a wholly-owned subsidiary
of Cephalon.
Results of Operations
Revenues.
Total revenues increased by $1,768,000 or 112.3% for the three months ended June
30, 2000 as compared to the corresponding period in 1999 and by $2,892,000 or
162.6% for the six months ended June 30, 2000 as compared to the corresponding
period in 1999. The increase is primarily a result of product sales of Actiq in
the U.S.
On March 13, 2000, Anesta announced that it had reaquired the U.S. marketing
rights for Actiq with Abbott. Effective April 2000, Anesta has responsibility
for the sales and marketing of Actiq in the U.S. As part of the reacquisition,
Anesta made cash payments to Abbott of $23,850,000, which amount is included in
other assets in the accompanying balance sheet. Anesta is also obligated to make
on-going earn-out payments to Abbott until May 1, 2005. Capitalized amounts
related to this agreement, which relate primarily to the acquired marketing
rights, are being amortized on a straight-line basis over a ten year expected
life. Abbott will continue to manufacture Actiq and Fentanyl Oralet for Anesta
in the U.S. for a period of 24 to 36 months, after which Anesta has the right to
manufacture such products.
Operating Expenses.
Research and development expenses decreased by $76,000 or 3.0% for the three
months ended June 30, 2000 as compared to the corresponding period in 1999 and
increased by $228,000 or 4.8% for the six months ended June 30, 2000 as compared
to the corresponding period in 1999. The decrease for the three months ended
June 30, 2000 is a result of the timing of expenditures and is not expected to
continue. The increase for the six months ended June 30, 2000 is related to
additional research and development programs, increased number of personnel,
manufacturing activities and continuing support for Actiq. The Company expects
that its research and development expenses will increase in the future as a
result of increased expenses related to the hiring of additional personnel,
preclinical studies, clinical trials, product development, manufacturing process
development and clinical manufacturing activities.
8
<PAGE>
Depreciation and amortization expense increased by $448,000 or 602.1% for the
three months ended June 30, 2000 as compared to the corresponding period in 1999
and by $458,000 or 310.4% for the six months ended June 30, 2000 as compared to
the corresponding period in 1999. The increase is due to amortization of the
$23,850,000 paid to Abbott in connection with the reacquisition of the U.S.
marketing rights for Actiq and Fentanyl Oralet. The majority of this amount,
which relates primarily to the acquired marketing rights, will be amortized over
a ten year life (See Note 5 to Financial Statements).
Selling, general and administrative expenses increased by $4,783,000 or 216.4%
for the three months ended June 30, 2000 as compared to the corresponding period
in 1999 and by $5,194,000 or 129.7% for the six months ended June 30, 2000 as
compared to the corresponding period in 1999. The increase is due primarily to
higher expenditures required for Actiq direct marketing and sales activities.
Such activities include the hiring of a contract sales organization and
advertising agency; production of marketing and sales training materials; and
medical education. The Company expects that its selling, general and
administrative expenses will increase in the future as a result of the increased
support required for Actiq direct marketing and sales activities, European
operations, including Actiq pre-launch activities in Europe, and corporate
development activities.
Non Operating Income (Expense).
Interest income decreased by $417,000 or 38.5% for the three months ended June
30, 2000 as compared to the corresponding period in 1999 and by $452,000 or
21.5% for the six months ended June 30, 2000 as compared to the corresponding
period in 1999. The decrease is primarily due to lower levels of invested net
proceeds from the Company's public offering in December 1998. The lower levels
of invested funds in 2000 are primarily due to the net loss for the period and
the $23,850,000 paid to Abbott in connection with the reacquisition of marketing
rights for Actiq and Fentanyl Oralet (See Note 5 to Financial Statements).
Interest expense increased by $4,000 or 11.1% for the three months ended June
30, 2000 as compared to the corresponding period in 1999 and by $13,000 or 22.1%
for the six months ended June 30, 2000 as compared to the corresponding period
in 1999. The increase is primarily due to higher borrowings under the term note
(See Note 4 to Financial Statements).
Income Taxes.
The provision for income taxes in 2000 and 1999 relates solely to state income
taxes. The Company recognized no tax benefit from its losses in those years.
Net Loss.
As a result of the increase in depreciation and amortization, the increase in
selling, general and administrative expenses, the decrease in interest income
and other factors discussed above, the net loss for the three months ended June
30, 2000 was $6,848,394 or $0.51 per share as compared to $2,564,483 or $0.19
per share for the same period in 1999. The net loss for the six months ended
June 30, 2000 was $9,665,403 or $0.72 per share as compared to $5,454,118 or
$0.41 per share for the same period in 1999.
Liquidity and Capital Resources
As of June 30, 2000, the Company had cash and cash equivalents totaling
$16,592,225, $2,040,000 in a certificate of deposit used as collateral for a
revolving/term loan (See Note 4 to Financial Statements) and $23,078,033 in
marketable debt securities which are available for sale. Thus cash, cash
equivalents, certificate of deposit and marketable debt securities totaled
$41,710,258 as of June 30, 2000. Cash in excess of immediate requirements is
invested according to the Company's investment policy, which provides guidelines
with regard to liquidity and return, and, wherever possible, seeks to minimize
the potential effects of concentration of credit risk.
9
<PAGE>
The Company used cash in operating activities of $8,150,000 for the six months
ended June 30, 2000 compared to $8,350,000 for the corresponding period in 1999.
The decrease in cash used in the period is a direct result of lower working
capital requirements in 2000.
During the six months ended June 30, 2000, the Company made capital expenditures
of approximately $23,000 as compared to capital expenditures of $97,000 during
the corresponding period in 1999. During the six months ended June 30, 2000,
the Company had a net decrease in marketable debt securities of $36,017,000.
This compares to a net increase in marketable debt securities of $22,256,000
during the corresponding period in 1999. During the six months ended June 30,
2000, other assets increased by approximately $23,850,000 as a result of
payments to Abbott under the renegotiated marketing agreement (See Note 5 to
Financial Statements).
During the six months ended June 30, 2000, the Company realized cash proceeds of
$865,000 relating to the exercise of stock options. During the six months ended
June 30, 1999, the Company realized cash proceeds of $1,333,000 relating to the
exercise of stock options.
The Company's future capital requirements could be substantial and will depend
on, and could increase as a result of, many factors, including the completion of
the proposed merger with Cephalon; the Company's responsibility for the sales
and marketing of Actiq in the U.S.; progress of the Company's research and
development programs; the results and costs of preclinical and clinical testing
of the Company's products, if developed; the time and costs involved in
obtaining regulatory approvals; the costs involved in filing patents; the time
and costs involved in developing and maintaining collaborative research
relationships; the costs associated with potential commercialization of its
products; and administrative and legal costs. The Company believes that
existing capital resources will be sufficient to meet the Company's capital
needs through at least the end of 2001.
The Company believes that it is prudent to monitor existing cash balances in
order to fund the activities which the Company believes are necessary to
continue its growth. Therefore, the Company periodically evaluates market
conditions and various financing alternatives for obtaining funds to augment
existing cash balances.
Recent Accounting Pronouncements
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain of the SEC's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. In June 2000, the SEC issued SAB No. 101B to defer until the fourth
quarter the effective date of implementation of SAB No. 101 with earlier
application encouraged. The Company has elected to adopt early the provisions
of SAB 101 and is currently complying with the SAB 101 revenue recognition
principles.
In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"According for Derivative Instruments and Hedging Activities," Statement 133
provides a comprehensive and consistent standard for the recognition and
measurement of derivatives and hedging activities. As amended, this statement
is effective for fiscal years beginning after June 15, 2000. Based on current
circumstances, the Company believes the application of the new rules will not
have a material impact on the financial statements.
10
<PAGE>
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on June 21, 2000, at which the
stockholders elected seven directors to each serve until the next annual meeting
of stockholders and until his successor is elected and has qualified or until
such director's death, resignation or removal. Stockholders also approved an
amendment to the Company's 1993 Stock Option Plan and stockholders ratified the
selection of PricewaterhouseCoopers LLP as independent accountants of the
Company for its fiscal year ending December 31, 2000. Votes were cast as
follows:
<TABLE>
<CAPTION>
Votes Against
Votes For Or Withheld Votes Abstained Broker Non-Votes
---------- ----------- --------------- ----------------
<S> <C> <C> <C> <C>
Election of Directors:
Thomas B. King 10,336,558 339,307 Not Applicable Not Applicable
Richard H. Leazer 10,332,428 343,437 Not Applicable Not Applicable
William C. Moeller 10,336,965 338,900 Not Applicable Not Applicable
Emanuel M. Papper 10,191,838 484,027 Not Applicable Not Applicable
Daniel L. Kisner 10,337,565 338,300 Not Applicable Not Applicable
Theodore H. Stanley 10,337,965 337,900 Not Applicable Not Applicable
Richard P. Urfer 10,337,965 337,900 Not Applicable Not Applicable
Approval of an amendment
to the Company's 1993
Stock Option Plan 8,199,774 2,459,659 16,432 None
Ratification of PricewaterhouseCoopers LLP
as independent accountants
for the fiscal year
ending December 31, 2000 10,664,230 2,957 8,678 None
</TABLE>
Item 5. Other Information
Notice of Deadlines for Stockholder Proposals for 2001 Proxy Statement
The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2001 annual
meeting of stockholders pursuant to Rule 14a-8, "Shareholder Proposals," of the
Securities and Exchange Commission's Regulation 14A and the date after which
notice of a stockholder proposal submitted outside the procedures of Rule 14a-8
is considered untimely is January 15, 2001.
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits.
(27) Financial Data Schedule
b) Reports on Form 8-K.
March 13, 2000
11
<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 thereunto duly authorized.
Date: August 14, 2000 ANESTA CORP.
By: /s/ Thomas B. King
--------------------------------
Thomas B. King, President and
Chief Executive Officer
(Authorized Signatory)
By: /s/ Roger P. Evans
--------------------------------
Roger P. Evans, Vice President-
Finance and Administration
(Principal Accounting Officer)
12
