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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) December 19, 1997
Commission File Number 0-23252
IGEN INTERNATIONAL, INC.
(Exact name of registrant)
Delaware 94-2852543
(State of organization) (I.R.S. Employer Identification Number)
16020 Industrial Drive, Gaithersburg Maryland 20877
(Address of principal executive offices and zip code)
(301) 984-8000
(Registrant's telephone Number)
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ITEM 5. OTHER EVENTS
IGEN International, Inc. (the "Company") issued the following press notice on
December 22, 1997:
GAITHERSBURG, MD, December 22, 1997 -- IGEN International, Inc.
(NASDAQ: IGEN) today announced the completion of a convertible,
preferred stock financing for $25 million.
The private financing, which was oversubscribed, was arranged by
Credit Suisse First Boston Corporation and included several of the
Company's current investors as well as new investor groups.
"This financing provides us with the capital to continue advancing our
business plan," said Samuel Wohlstadter, Chief Executive Officer of
IGEN. "We believe this commitment by a premier group of current and
new investors provides recognition of our progress and future
prospects. We look forward to continuing to strengthen long-term
relationships with all of our investors and other stakeholders."
The preferred shares have not been registered under the Securities Act
of 1933, as amended, or any state securities or blue sky laws and may
not be offered or sold in the United States or in any state thereof
absent registration or an applicable exemption from the registration
requirements of such laws.
IGEN develops, manufactures, and markets diagnostic systems utilizing
its patented ORIGEN technology, which is based on
electrochemiluminescence. ORIGEN provides uniform assay formats to
conduct a multitude of diagnostic tests including immunoassay, nucleic
acid probe, and clinical chemistry tests. Products using the IGEN
technology include systems marketed by IGEN and its licensees,
Boehringer Mannheim, Organon Teknika and Eisai.
STATEMENTS IN THIS RELEASE THAT RELATE TO FINANCIAL OR OPERATIONAL
PERFORMANCE ARE 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, 1997, 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.
Attached as part of this Form 8-K and incorporated herein by reference is the
IGEN International, Inc. Balance Sheet with Pro Forma Information (Unaudited)
dated as of November 30, 1997. Such balance sheet sets forth data as of
November 30, 1997 and gives pro forma effect to the transactions described above
and resulting adjustments. This pro forma information contains estimates and
projections which may differ materially from actual results. The Company
ordinarily provides complete financial information in quarterly and annual
reports. Insofar as the Company has not provided complete and comparable
financial information as of November 30, 1997 and 1996, this information may be
of limited use to the investing public.
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ITEM 7. EXHIBITS
Sequentially
Exhibit No. Numbered Page
99 IGEN International, Inc. Balance Sheet with
Pro-forma Information (Unaudited), dated as
of November 30, 1997..................................1
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SIGNATURE
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.
IGEN INTERNATIONAL, INC.
BY: /s/ GEORGE V. MIGAUSKY
_________________________________
George V. Migausky
Chief Financial Officer
Dated: December 24, 1997
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EXHIBIT 99
IGEN International, Inc. Balance Sheet with Pro Forma Information (Unaudited),
November 30, 1997 (In thousands, 000's omitted)
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<CAPTION>
Actual (1) PROFORMA
November 30, 1997 Transaction (2) November 30, 1997
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<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $3,516 $23,750 $27,266
Short term investments 619 619
Accounts receivable 1,443 1,443
Notes receivable 91 91
Inventory 1,582 1,582
Prepaid expenses and other assets 1,085 1,085
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Total Currents Assets 8,336 23,750 32,086
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Equipment, furniture and improvements 7,256 7,256
Accumulated depreciation and amortization (4,478) (4,478)
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Equipment, furniture and improvements, net 2,778 2,778
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Other noncurrent assets 413 413
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TOTAL ASSETS $11,527 $23,750 $35,277
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LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $5,301 $100 $5,401
Deferred revenue 3,839 3,839
Obligations under capital leases 135 135
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Total current liabilities 9,275 100 9,375
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Stockholder's Equity:
Convertible Preferred Stock, $0.001 par
value, 10,000,000 shares authorized,
issuable in series: Series A, 600,000
shares designated, none issued;
Series B, 25,000 shares issued and
outstanding 1 1
Common stock: $.001 par value, 50,000,000
shares authorized; 15,152,515 issued
and outstanding 15 15
Additional paid-in capital 65,419 23,649 89,068
Accumulated deficit (62,894) (62,894)
Notes receivable from sale of common stock (288) (288)
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Total stockholders' equity 2,252 23,650 25,902
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $11,527 $23,750 $35,277
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(1) The unaudited balance sheet of IGEN International, Inc. (the "Company")
reflects, in the opinion of management, all adjustments, consisting only of
normal recurring adjustments necessary to present fairly the Company's
financial position at November 30, 1997.
(2) Transaction Summary - Issue 25,000 shares of Convertible Preferred Series B
stock on December 19, 1997 in the total amount of $25 million ($23.65
million net of transaction costs).
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