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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-23252
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NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR
For Period Ended: March 31, 1996
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[_] Transition Report on Form 10-K [_] Transition Report on Form 10-Q
[_] Transition Report on Form 20-F [_] Transition Report on Form N-SAR
[_] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify Item(s) to which the notification relates:
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PART I. REGISTRANT INFORMATION
Full name of registrant IGEN, Inc.
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Former name if applicable
N/A
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Address of principal executive office (Street and number)
16020 Industrial Drive
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City, State and Zip Code Gaithersburg, MD 20877
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PART II. RULE 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[_] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-
Q, N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
Additional time will be needed for the Registrant's management,
counsel and accountants to complete the preparation and review of the
Registrant's Annual Report on Form 10-K.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
George V. Migausky, Vice President, CFO (301) 984-8000
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(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Sections 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
SEE ATTACHED [X] Yes [_] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
IGEN, Inc.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date July 1, 1996 By /s/George V. Migausky
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Name: George V. Migausky
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Title: Vice President, Chief Financial Officer
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PART IV. QUESTION (3)
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The Registrant anticipates that the earnings statement to be reported in the
Form 10-K will contain significant changes from its results of operations
between the fiscal years ended March 31, 1996 and 1995. Total revenues
increased to $15.9 million in fiscal 1996 from $14.8 million in fiscal 1995.
The net loss for fiscal 1996 was $7.6 million ($.52 per share) as compared to a
net loss of $5.9 million ($.40 per share) in fiscal 1995. An explanation of
these changes in annual results is set forth in the Registrants' press release
dated May 14, 1996, announcing fiscal 1996 results, which is attached hereto as
Exhibit 1 and incorporated by reference herein.
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INDEX TO EXHIBIT
EXHIBIT NUMBER DESCRIPTION SEQUENTIALLY NUMBERED PAGE
1 Press Release dated May 14, 1996
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EXHIBIT 1
FOR IMMEDIATE RELEASE
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CONTACT:
George V. Migausky Tom Mahon
Vice President and Public Relations
Chief Financial Officer (510) 937-4921
(301)984-8000
IGEN, INC. REPORTS FISCAL YEAR 1996 RESULTS
GAITHERSBURG, MD, May 14, 1996 -- IGEN, Inc. (NASDAQ: IGEN) reported financial
results today for the fourth quarter and the fiscal year ended March 31, 1996.
Total revenues were $4.4 million in the fourth quarter for both 1996 and 1995.
Total revenues for fiscal 1996 were $15.9 million compared to $14.8 million for
fiscal 1995. The Company reported a net loss of $2.0 million ($.14 per share)
for the fourth quarter in 1996 and a net loss of $1.4 million ($.10) for 1995.
The net loss for fiscal 1996 was $7.6 million ($.52 per share) as compared to
$5.9 million ($0.40 per share) for 1995.
Product sales increased in the fourth quarter of fiscal 1996 to $1.6 million
compared to $1.0 million in the fourth quarter of 1995 and $1.1 million in the
immediately preceding third quarter of fiscal 1996. For fiscal year 1996,
product sales increased to $4.6 million from $2.6 million in 1995. Higher
product sales are a result of increased placements of the ORIGEN(R) Detection
System and sales of related reagent products. License fees and contract revenue
reflect revenue from ongoing programs with IGEN's corporate partners, Boehringer
Mannheim GmbH and Organon Teknika, N.V.
Operating costs increased to $6.7 million during the fourth quarter of 1996 and
$24.7 million for the full fiscal year 1996. These costs include research and
development expenditures which increased to $3.7 million for the fourth quarter
of 1996 and $14.1 million for the full fiscal year 1996. The increase in
research and development expenditures results from higher staffing levels for
internal research and development programs and expanded external collaborations.
Marketing, general and administrative costs decreased to $2.5 million in the
fourth quarter of fiscal 1996 and remained at $8.7 million for the full fiscal
year.
At March 31, 1996, the Company had $20.2 million in cash and investments and
total assets of $29.3 million.
IGEN develops, manufactures and markets diagnostic systems utilizing its
patented ORIGEN technology, which is based on electrochemiluminescence. The
ORIGEN technology provides a proprietary uniform assay format for conducting a
multitude of diagnostic tests, including immunoassay, nucleic acid probe and
clinical chemistry tests. Products using the ORIGEN technology include systems
marketed by IGEN and its corporate partners, Boehringer Mannheim GmbH, Organon
Teknika and The Perkin-Elmer Corporation.
(Financial data follows)
IGEN is a trademark of IGEN, Inc.
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IGEN, INC.
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
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THREE MONTHS ENDED YEAR ENDED
MARCH 31 MARCH 31
1996 1995 1996 1995
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<S> <C> <C> <C> <C>
REVENUES:
License and royalty income $ 2,385 $ 2,373 $ 9,487 $ 9,432
Product sales 1,588 987 4,583 2,555
Contract revenue 399 1,077 1,854 2,847
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Total 4,372 4,437 15,924 14,834
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OPERATING COSTS AND
EXPENSES:
Product costs 503 352 1,848 1,278
Research and development 3,671 3,281 14,078 12,267
Marketing, general and
administrative 2,484 2,646 8,725 8,707
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Total 6,658 6,279 24,651 22,252
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LOSS FROM OPERATIONS (2,286) (1,842) (8,727) (7,418)
INTEREST INCOME - NET 265 427 1,079 1,489
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NET LOSS $(2,021) $(1,415) $(7,648) $(5,929)
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NET LOSS PER SHARE $(.14) $(.10) $(.52) $(.40)
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SHARES USED IN
COMPUTING NET LOSS
PER SHARE 14,894 14,835 14,779 14,769
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SUMMARY BALANCE SHEET DATA
(IN THOUSANDS)
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MARCH MARCH
1996 1995
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CASH AND SHORT TERM INVESTMENTS $20,217 $30,226
TOTAL ASSETS 29,276 37,806
SHAREHOLDERS' EQUITY 17,435 24,998
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