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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): [XX]Form 10-K [ ]Form 11-K [ ]Form 20-F [ ]Form 10-Q
[ ]Form N-SAR
For Period Ended: March 31, 1997
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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 International, Inc.
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Former name if applicable
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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, Maryland 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.)
[XX] (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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[xx] (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 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?
[X] Yes [ ] No
See Attachment
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 International, 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, 1997 By
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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, 1997 and 1996. The net loss for fiscal
1997 was $9.9 million ($.66 per share) as compared to a net loss of $7.6 million
($.52 per share) in fiscal 1996. An explanation of these changes in annual
results is set forth in the Registrants' press release dated May 14, 1997,
announcing fiscal 1997 results, which is attached hereto as an exhibit and
incorporated by reference herein.
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INDEX TO EXHIBIT
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EXHIBIT NUMBER DESCRIPTION SEQUENTIALLY NUMBERED PAGE
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1.................... Press Release dated May 14, 1997 5
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Exhibit 1
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IGEN International, Inc.
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1602 Industrial Drive, Gaithersburg, MD 20877 Tel: (301) 984-8000 Fax: (301) 947-6995
FOR IMMEDIATE RELEASE
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CONTACT:
George V. Migausky Noonan/Russo Communications
Vice President and Amy Martini (investor), ext. 255
Chief Financial Officer Neil Cohen (media), ext. 205
(301)984-8000 (212) 696-4455
IGEN REPORTS FISCAL YEAR 1997 RESULTS
Gaithersburg, MD, May 14, 1997--IGEN International, Inc. (NASDAQ: IGEN)
reported financial results today for the fourth quarter and the fiscal year
ended March 31, 1997. Total revenues were $2.2 million and $16 million for the
fourth quarter and fiscal year 1997, respectively, as compared to total revenues
for fiscal 1996 of $4.4 million for the fourth quarter and $15.9 million for the
fiscal year. The Company reported a net loss of $4.4 million ($0.29 per share)
for the quarter ended March 31, 1997 and $9.9 million ($0.66 per share) for
fiscal 1997, as compared to a net loss for the fourth quarter of 1996 of $2
million ($0.14 per share) and $7.6 million ($0.52 per share) for the fiscal
year.
Total fiscal 1997 revenue of $16 million reflects a change in the revenue
mix as compared to prior years. Fees from licenses and for contract research
declined by $2.5 million in fiscal 1997 to $8.8 million as fixed license
payments from Boehringer Mannheim were completed. Revenue from product sales
and royalties increased by $2.6 million to $7.2 million in fiscal 1997. This
transition occurred primarily in the fourth quarter of fiscal 1997 as license
and contract revenue declined by $2.7 million as compared to 1996, while
product sales and royalty income increased by $500,000.
The increase in fiscal 1997 revenues is due to both product sales and
royalty income. Product sales increased to $6.4 million in fiscal 1997 from
$4.6 million in 1996. The increase in royalty income is directly attributable
to royalties generated through the Company's License Agreement with
Boehringer Mannheim GmbH. Boehringer Mannheim recently launched its Elecsys
series of immunodiagnostic products which are based on the Company's
ORIGEN-Registered Trademark- technology. Through March 31, 1997, Boehringer
Mannheim has more than 1,000 customer installations of its Elecsys 2010/1010
systems.
Operating costs declined to $6.5 million in the fourth quarter of fiscal
1997 from $6.7 million in the prior year. Annual operating expenses in fiscal
1997 were $26.5 compared with $24.7 million in fiscal 1996 which represents a
$1.8 million increase. These costs include marketing, general and
administrative expenses which increased $400,000 and $2.2 million for the
quarter and year ended March 31, 1997 when compared with the same prior year
periods. These level of costs resulted primarily from increased marketing
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efforts associated with the ORIGEN Detection System and administrative costs
associated with the Company's re-incorporation in the State of Delaware.
At March 31, 1997, the Company had $9 million in cash and investments with
total assets of $17.8 million.
IGEN develops, manufactures and markets diagnostic systems utilizing its
patented ORIGEN technology, which is based on electrochemiluminescence. The
ORIGEN technology provides uniform assay formats 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 and Organon Teknika.
STATEMENTS IN THIS RELEASE THAT RELATE TO PRODUCTS, CUSTOMERS, REVENUE
GROWTH AND TRENDS IN FINANCIAL OR OPERATIONAL PERFORMANCE MAY BE DEEMED TO BE
FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM THESE
STATEMENTS DUE TO RISKS AND UNCERTAINTIES, INCLUDING THE IMPACT OF COMPETITIVE
PRODUCTS AND PRICING, THE TIMELY DEVELOPMENT AND MARKET ACCEPTANCE OF NEW
PRODUCTS, MARKET CONDITIONS AND ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS. A
MORE DETAILED DESCRIPTION OF THESE RISKS AND OTHER RISKS APPLICABLE TO IGEN
APPEARS IN IGEN'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1996,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND AVAILABLE UPON REQUEST
FROM IGEN. IGEN DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE THESE FORWARD
LOOKING STATEMENTS.
IGEN and ORIGEN are registered trademarks of IGEN International, Inc.
(Financial data follows)
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IGEN International, Inc.
Statements Of Operations
(In thousands, except per share date)
(Unaudited)
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THREE MONTHS ENDED YEAR ENDED
MARCH 31 MARCH 31
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1997 1996 1997 1996
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REVENUES
License fees and contract revenue.................................... $ 70 $ 2,752 $ 8,802 $ 11,266
Product sales........................................................ 1,328 1,588 6,360 4,583
Royalty income....................................................... 756 32 843 75
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Total.............................................................. 2,154 4,372 16,005 15,924
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OPERATING COSTS AND EXPENSES
Product costs........................................................ 479 503 2,448 1,848
Research and development............................................. 3,081 3,671 13,114 14,078
Marketing, general and administrative................................ 2,919 2,484 10,910 8,725
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Total.............................................................. 6,479 6,658 26,472 24,651
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LOSS FROM OPERATIONS................................................... (4,325) (2,286) (10,467) (8,727)
INTEREST (EXPENSE) INCOME--NET......................................... (85) 265 586 1,079
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NET LOSS............................................................... $ (4,410) $ (2,021) $ (9,881) $ (7,648)
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NET LOSS PER SHARE..................................................... $ (.29) $ (.14) $ (.66) $ (.52)
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SHARES USED IN COMPUTING NET LOSS PER SHARE............................ 14,983 14,894 14,959 14,779
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Summary Balance Sheet Data
(In Thousands)
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MARCH MARCH
1997 1996
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CASH AND SHORT TERM INVESTMENTS.......................................... $ 9,044 $ 20,217
TOTAL ASSETS............................................................. 17,794 29,276
SHAREHOLDERS' EQUITY..................................................... 7,882 17,435
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