UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the quarterly period ended June 30, 1996
Commission file number 000-23266
UroMed Corporation
------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04 - 3104185
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
64 A Street, Needham, Massachusetts 02194
-----------------------------------------
(Address of principal executive offices)
(617) 433-0033
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed 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.
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:
26,429,506 shares of Common stock, no par value, outstanding at July 31, 1996
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UROMED CORPORATION
FORM 10-Q
For the quarterly period ended June 30, 1996
Table of contents
<TABLE>
Page No.
<S> <C>
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet at June 30, 1996 and December 31, 1995 3
Statement of Operations for the three months and six months ended June 30, 1996 and June 30, 1995 4
Statement of Cash Flows for the six months ended June 30, 1996 and June 30, 1995 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 10
Part II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
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<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
UROMED CORPORATION
BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
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<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 5,502,541 $ 18,164,829
Short-term investments 40,842,728 42,262,477
Accounts receivable, net 125,119 275,071
Inventories 280,378 229,515
Prepaid expenses and other assets 1,147,797 921,055
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Total current assets 47,898,563 61,852,947
Fixed assets, net 2,581,382 2,042,331
Other assets 336,350 369,100
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$ 50,816,295 $ 64,264,378
============= =============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 331,038 $ 355,578
Accrued expenses 2,882,799 2,054,713
Deferred revenue 1,375,000 1,750,000
Capital lease obligations -- 11,864
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Total current liabilities 4,588,837 4,172,155
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Stockholders' equity:
Preferred stock, $.01 par value; 500,000 shares authorized; none issued -- --
Common stock, no par value; 50,000,000 shares authorized; 26,423,927
and 23,975,612 shares issued and outstanding at June 30, 1996 and
December 31, 1995, respectively 106,652,242 83,536,698
Additional paid-in capital 302,500 302,500
Net unrealized gain (loss) on investments available-for-sale (85,959) 159,798
Deferred compensation (243,750) (273,000)
Accumulated deficit (60,397,575) (23,633,773)
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Total stockholders' equity 46,227,458 60,092,223
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$ 50,816,295 $ 64,264,378
============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 3
<PAGE>
Item 1. Financial Statements (continued)
UROMED CORPORATION
STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- ---------------------------
1996 1995 1996 1995
--------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues $ 660,661 $ -- $ 1,318,613 $ --
------------ ------------ ------------ ------------
Costs and expenses:
Cost of revenues 1,357,288 -- 2,687,624 --
Research and development 31,935,847 2,268,925 33,694,585 4,170,503
Marketing and sales 1,132,388 344,095 2,140,198 1,004,589
General and administrative 586,718 472,989 1,126,223 965,497
------------ ------------ ------------ ------------
Total costs and expenses 35,012,241 3,086,009 39,648,630 6,140,589
------------ ------------ ------------ ------------
Loss from operations (34,351,580) (3,086,009) (38,330,017) (6,140,589)
Interest income 726,505 658,422 1,566,754 1,313,647
Interest expense (155) (1,155) (539) (2,730)
------------ ------------ ------------ ------------
Net loss $(33,625,230) $ (2,428,742) $(36,763,802) $ (4,829,672)
============ ============ ============ ============
Net loss per share $ (1.33) $ (.12) $ (1.49) $ (.23)
============ ============ ============ ============
Weighted average common shares outstanding 25,309,302 20,881,655 24,645,342 20,823,912
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 4
<PAGE>
Item 1. Financial Statements (continued)
UROMED CORPORATION
STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------ ------------
1996 1995
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<S> <C> <C>
Cash flows from operating activities:
Net loss $(36,763,802) $ (4,829,672)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 314,286 148,878
Issuance of common stock in connection with acquisition of technology 23,000,000 --
Issuance of common stock for services -- 175,203
Changes in assets and liabilities:
Decrease in accounts receivable 149,952 --
Increase in inventories (50,863) --
Increase in prepaid expenses and other current assets (226,742) (402,553)
Increase in accounts payable and accrued expenses 803,546 683,590
Decrease in deferred revenue (375,000) --
------------ ------------
Net cash used in operating activities (13,148,623) (4,224,554)
Cash flows from investing activities:
Sale (purchases) of short-term investments, net 1,173,992 (26,625,285)
Purchase of fixed assets (824,087) (804,103)
Decrease in deposits 32,750 35,150
------------ ------------
Net cash provided by (used in) investing activities 382,655 (27,394,238)
------------ ------------
Cash flows from financing activities:
Principal payments on capital lease obligations (11,864) (18,365)
Proceeds from issuance of common stock, net of issuance costs 115,544 24,481
------------ ------------
Net cash provided by financing activities 103,680 6,116
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Net decrease in cash and cash equivalents (12,662,288) (31,612,676)
Cash and cash equivalents, beginning of period 18,164,829 42,332,175
------------ ------------
Cash and cash equivalents, end of period $5,502,541 $ 10,719,499
============ ============
Supplemental disclosure of cash flow information:
Interest paid $ 539 $ 2,730
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 5
<PAGE>
Item 1. Financial Statements (continued)
UROMED CORPORATION
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1 Nature of Business
UroMed Corporation (the "Company"), a Massachusetts corporation, was
incorporated in October 1990 to develop, manufacture and market products for the
management of urological and gynecological disorders.
2 Basis of Presentation
The balance sheet at June 30, 1996, the statement of operations for the three
months and six months ended June 30, 1996 and 1995 and the statement of cash
flows for the six months ended June 30, 1996 and 1995 are unaudited. In the
opinion of management, all adjustments necessary for a fair presentation of
these financial statements have been included. Such adjustments consisted only
of normal recurring items. Interim results are not necessarily indicative of
results for a full year.
Certain prior year amounts have been reclassified to conform to the current
period financial statement presentation. The reclassifications had no impact on
net loss for these periods.
The financial statements should be read in conjunction with the Company's
audited financial statements and related footnotes for the year ended December
31, 1995 which may be found in the Company's 1995 Annual Report to Stockholders.
3 Inventories
Inventories are stated at the lower of cost or market, cost being determined
using the first-in, first-out method. At June 30, 1996, inventories consist of
the following:
Raw materials $ 260,541
Work in process 19,837
----------
$ 280,378
==========
4 Net Loss Per Share
Net loss per share is determined by dividing net loss by the weighted average
number of common shares outstanding during the period. All common stock
equivalent shares from stock options have been excluded from the calculation of
weighted average number of common shares outstanding since their inclusion would
be antidilutive.
5 Acquisition of Technology
On May 9, 1996, the Company acquired all of the incontinence technology of the
ASI Liquidating Trust, the successor to Advanced Surgical Intervention, Inc.,
including the Miniguard(TM) Patch, an FDA-cleared prescription adhesive patch
placed externally against the urethral opening to help block leakage in women
with mild to moderate stress incontinence. The Company purchased the Miniguard
Patch and its related technology for $30.0 million, consisting of $7.0 million
in cash and $23.0 million in common stock. The acquisition of this incontinence
technology has been accounted for as purchased research and development and, as
a result, the purchase price and related expenses of $0.2 million have been
charged to operations in the second quarter of 1996.
Page 6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
Since its inception in October 1990, the Company has been engaged in the design,
development, manufacture and sale of products for the management of urological
and gynecological disorders. The Company's first product, the Reliance(R)
Urinary Control Insert, is a small, sterile, single-use balloon-tipped plug for
the management of certain types of female urinary incontinence ("UI"). The
Reliance Insert is currently in clinical trials in the United States and is
commercially available in seven European countries. During the quarter ended
June 30, 1996, Astra Tech, one of the Company's European distributors, initiated
the medical education phase of the commercial launch of the Reliance Insert
product in the United Kingdom and The Netherlands. This launch expands upon the
continuing commercial activities in Sweden, Finland, Norway, Denmark and
Germany. Commercial activities are scheduled to be added in France in the last
half of 1996.
On May 9, 1996, the Company acquired all of the incontinence technology of the
ASI Liquidating Trust, the successor to Advanced Surgical Intervention, Inc.,
including the Miniguard(TM) Patch, an FDA-cleared prescription adhesive patch
placed externally against the urethral opening to help block leakage in women
with mild to moderate stress incontinence. The Company purchased the Miniguard
Patch and its related technology for $30.0 million, consisting of $7.0 million
in cash and $23.0 million in common stock. The acquisition of this incontinence
technology has been accounted for as purchased research and development and, as
a result, the purchase price and related expenses of $0.2 million have been
charged to operations in the second quarter of 1996. (See Note 5 of Notes to
Financial Statements). The Company hopes to introduce the Miniguard Patch
product in the United States in late 1997 following the completion of its
ongoing scale-up activities.
The Company must obtain approval from the U.S. Food and Drug Administration
("FDA") for the Reliance Insert prior to commercialization of the product in the
United States. In December 1994, the Company filed a Section 510(k) Pre-Market
Notification ("510(k)") for the Reliance Insert with the FDA. In March 1995, the
Company received a letter in response from the FDA indicating that it was unable
to determine whether the Company's Reliance Insert was substantially equivalent
to similar, previously approved technologies, and requesting additional
information from the Company in order to make this determination. In August
1995, the Company filed an updated 510(k) for the Reliance Insert with the FDA.
In November 1995 the Company received a letter from the FDA, in response to the
Company's August 1995 submission, which presented a number of additional
questions relating to the Company's 510(k). The Company filed a further updated
510(k) in response to the November 1995 letter on December 27, 1995, and
responded to subsequent informal inquiries from the FDA by additional filings of
information which supplemented the December 27 filing.
On June 6, 1996 the Company met with the staff of the FDA as part of its ongoing
dialogue in connection with its 510(k) application. At that meeting the Company
was informed by the FDA of an internal ruling that the agency had erred in
asking that the Reliance Insert be submitted as a 510(k) and that a Pre-Market
Approval ("PMA") application is the appropriate regulatory path. This decision
was reached because the Reliance Insert is a first-of-a-kind intraurethral
device intended for managing female stress urinary incontinence. FDA's decision
had three important implications for the Company: (1) the current Reliance
Insert expedited review application was converted from the 510(k) to the PMA
track; (2) the PMA application was deemed to have been already filed because in
the FDA's view there are no major scientific deficiencies that may preclude
making a determination assuring safety and effectiveness; and (3) the PMA
application would be reviewed by a FDA panel called specifically for this
purpose on July 25, 1996. FDA has said that it regrets that, after 17 months of
interaction, it has converted the Reliance application to a PMA track because
the agency believes a PMA application is the most appropriate regulatory path
for this product category. The unusual step of conversion was taken because the
FDA incorrectly advised the Company to submit a 510(k). The FDA has said that it
will review the application as expeditiously as possible and that the quality of
the application and the completeness of its data has allowed it to be
immediately filed.
On July 25, 1996, the FDA expert advisory panel voted unanimously to recommend
FDA approval of the Company's Reliance Insert PMA application. The panel
recommended minor labeling modifications and that the Company undertake a
post-market study. Final FDA approval, which is given or withheld solely at the
discretion of the FDA itself, will be required before the Company can initiate
the U.S. launch of the Reliance Insert. The Company expects that the FDA will
make its final determination and ruling on approval following FDA's receipt of
the expert panel's recommendation and following FDA's discussions with the
Company. The Company is looking forward to working with the FDA and receiving
this determination as quickly as possible. There can be no assurance however
that the FDA will ultimately agree to approve the Company's PMA application and,
accordingly, the Company cannot predict when, if ever, it will receive approval
from the FDA to market the Reliance Insert in the United States.
The Company anticipates increased expenditures on manufacturing, sales and
marketing through the first half of 1997, as it moves ahead with
commercialization of the product in Europe and prepares for the possibility of
FDA approval for the United States. Of these planned expenditures, most are
currently earmarked for anticipated commercialization of the Reliance Insert in
the U.S. market. In addition, the Company anticipates increased expenditures on
manufacturing, sales and marketing of
Page 7
<PAGE>
the Miniguard Patch product through 1997, as it moves ahead with manufacturing
process development and scale-up and commercialization of the product for the
U.S. market in late 1997.
To date, the Company has expended substantial efforts on manufacturing scale-up
activities for the volumes of devices that will be required in connection with
the sale of the Reliance Insert in international markets. In December 1994, the
Company moved to a new facility that now houses its automated assembly and
packaging equipment. Although the Company expects that this equipment will have
sufficient capacity to address initial product demand, the Company expects to
place additional orders for automated assembly and packaging equipment in 1996
in order to produce quantities of the Reliance Insert required for sale in the
European countries covered by its distribution agreements and, if and when FDA
regulatory approval is obtained, in the United States. The Company also expects
to increase future facilities spending in order to accommodate changes in, as
well as increases to, its manufacturing space for both the Reliance Insert and
the Miniguard Patch.
In September 1995, the Company hired a Vice President of Marketing and Sales and
began to increase its marketing and sales expenditures as it prepares for the
possibility of regulatory approval to market the Reliance Insert in the United
States. The Company currently expects this increase in marketing and sales
expenditures to continue throughout 1996 and into 1997 as it builds a direct
sales staff, adds marketing support staff and provides for advertising campaigns
and other marketing programs.
Preclinical trials of the Reliance Insert began in September 1991 and limited
human clinical trials began in December 1991. Currently, a multi-center clinical
study is ongoing at nine sites in the United States. The Company anticipates
that it will continue to increase spending in the research and development area
including ongoing development and clinical spending relating to the Reliance
Insert. The Company plans to increase spending for development and clinical
testing of other urological and gynecological products in 1996. The Company
hopes to advance these research and development projects and potential
in-licensing and acquisition activities. There can be no assurance, however,
that the projects in development or any potential in-licensing and acquisition
activities will result in commercial products that produce significant revenues
and profits for the Company.
Results of Operations
The Company had revenues of $0.7 million for the second quarter of 1996 and $1.3
million for the first six months of 1996 compared to no revenues in the
corresponding periods of 1995. Revenues consisted primarily of initial stocking
shipments of the Reliance Insert product which were sent to the Company's
European distributors and related recognition of deferred revenue from a portion
of the advance payments received upon the signing of European distributorship
agreements.
Cost of revenues were $1.4 million for the second quarter of 1996 and $2.7
million for the first six months of 1996. These costs significantly exceeded
product revenue during the periods due to the current level of variable product
costs as well as the Company's manufacturing-related overhead costs, relative to
the low start-up volume of production in the periods. The Company expects
negative or low gross margins for the near term and, accordingly has considered
this in its valuation of inventory. There can be no assurance that the Company
will ever realize sufficient production volumes or otherwise reduce its
manufacturing costs in order to raise gross margins.
The acquisition of incontinence technology on May 9 discussed above has been
accounted for as purchased research and development and, as a result, the
purchase price of $30.0 million and related expenses of $0.2 million have been
charged to operations in the second quarter of 1996. This charge resulted in
research and development expenses increasing by 1287% to $31.9 million in the
second quarter of 1996 as compared to $2.3 million in the second quarter of
1995. For the first six months of 1996, this charge resulted in research and
development expenses increasing by 702% to $33.7 million as compared to $4.2
million for the first six months of 1995.
Before this charge, research and development expenses decreased by 26% to $1.7
million in the second quarter of 1996 as compared to $2.3 million in the second
quarter of 1995. For the first six months of 1996, research and development
expenses before this charge decreased by 17% to $3.5 million as compared to $4.2
million for the first six months of 1995. These net decreases in research and
development costs were the result of manufacturing spending, starting in the
third quarter of 1995, now being included in cost of revenues due to the
transition from the development stage to the commencement of commercial product
manufacturing. Partially offsetting the decreases were increases in engineering
personnel, clinical studies expenses and outside design services.
Marketing and sales expenses increased by 267% to $1.1 million in the second
quarter of 1996 as compared to $0.3 million in the second quarter of 1995. For
the first six months of 1996, marketing and sales expenses increased by 110% to
$2.1 million as compared to $1.0 million for the first six months of 1995. This
increase was the result of hiring marketing and sales personnel, public
relations activities, marketing consulting fees, preparations for an advertising
campaign, market research, sales training and exhibit costs.
Page 8
<PAGE>
General and administrative expenses increased 20% to $0.6 million in the second
quarter of 1996 as compared to $0.5 million in the second quarter of 1995. For
the first six months of 1996, general and administrative expenses increased by
10% to $1.1 million as compared to $1.0 million for the first six months of
1995. The increase in general and administrative expenses is attributable to an
increase in personnel and an increase in legal expenses.
Interest income remained approximately the same at $0.7 million for the second
quarter of 1996 and the second quarter of 1995. Higher average cash levels
during the second quarter of 1996 were largely offset by lower interest rates on
investments. For the first six months of 1996, interest income increased by 23%
to $1.6 million as compared to $1.3 million for the first six months of 1995.
The increase was attributable to significantly higher average interest bearing
cash equivalents and short-term investments for the first six months of 1996 as
a result of the completion of a public offering of the Company's common stock in
the fourth quarter of 1995, partially offset by a decrease in interest rates
during the period.
Net losses were $33.6 million and $2.4 million for the quarters and $36.8
million and $4.8 million for the six month periods ended June 30, 1996 and 1995,
respectively. Before the charge for acquired technology mentioned above, net
losses were $3.4 million and $2.4 million for the quarters and $6.6 million and
$4.8 million for the six month periods ended June 30, 1996 and 1995,
respectively.
Liquidity and Capital Resources
At June 30, 1996, the Company had cash, cash equivalents and short-term
investments of $46.3 million, a decrease of $14.1 million from $60.4 million at
December 31, 1995. Working capital was $43.3 million at June 30, 1996 as
compared to $57.7 million at December 31, 1995, a decrease of $14.4 million.
These decreases in cash, cash equivalents and short-term investments and in
working capital during 1996 were mainly the result of cash used in operations,
including the $7.0 million cash portion of the total $30.0 million purchase
price of the acquired incontinence technology discussed above. The balance of
the $23.0 million purchase price consisted of 2,335,026 shares of common stock.
The total purchase price was charged to operations during the second quarter of
1996. At June 30, 1996, the Company's funds were invested in U.S. government
obligations, corporate debt obligations and money market funds.
Net cash used in operating activities was $13.1 million during the six months
ended June 30, 1996. Accounts receivable decreased by $0.1 million due to lower
sales occurring near the end of the quarter ended June 30, 1996 than the quarter
ended December 31, 1995. Inventories increased by $0.1 million primarily due to
additional European distributors requiring region-specific packaging. Prepaid
expenses and other current assets increased by $0.2 million as the result of the
prepayment of insurance and an increase in interest receivable on cash, cash
equivalents and short-term investments. Accounts payable and related accrued
expenses together increased by $0.8 million primarily as a result of expenses
incurred in conducting clinical studies, marketing, and research and development
activities. Deferred revenue decreased by $0.4 million due to the recognition of
revenue from a portion of the advance payments received upon the signing of
European distributorship agreements.
Net cash provided by investing activities was $0.4 million during the six months
ended June 30, 1996. Short-term investments decreased by $1.2 million due to a
shift into investments with shorter maturities. Fixed assets increased by $0.8
million primarily as a result of milestone payments made on additional automated
production equipment and purchases of other machinery and equipment. At June 30,
1996, the Company has outstanding commitments of approximately $1.0 million for
the purchase of information systems and other machinery and equipment, against
which advance and milestone payments of $0.1 million have already been made.
Net cash provided by financing activities was $0.1 million during the six months
ended June 30, 1996 primarily as the result of proceeds received from the
exercise of stock options and from purchases under the employee stock option
plan.
The Company believes that available cash, cash equivalents and short term
investments will be sufficient to meet the Company's operating expenses and
capital requirements at least through 1997. The Company's future liquidity and
capital requirements depend on numerous factors, including, but not limited to,
the uncertainty of FDA regulatory actions, development of the Company's
marketing capability, market acceptance of the Reliance Insert and Miniguard
Patch products, the uncertainty of medical reimbursement, development of the
Company's manufacturing capability and achieving acceptable cost of production,
the uncertain protection afforded the Company by its intellectual property and
patents relating to the Reliance Insert and Miniguard Patch, other potential
products development status, potential acquisitions and other potential
strategic product opportunities. There can be no assurance that the Company will
not require additional financing or that, if required, such financing will be
available on terms acceptable to the Company.
Page 9
<PAGE>
Risk Factors and Cautionary Statement
Certain statements contained in this Quarterly Report on Form 10Q may be
considered forward-looking. In addition, from time to time, the Company issues
statements in public filings or press releases, or officers of the Company make
public oral statements with respect to the Company, that may be considered
forward-looking. In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company believes that the
following important factors, among others, could cause the Company's actual
results for its 1996 fiscal year and beyond to differ materially from those
expressed in any forward-looking statements made by, on behalf of, or with
respect to, the Company. All of these factors should be considered by investors
when reviewing such statements:
(bullet) The uncertainty of Federal regulatory approval for the Reliance Insert.
(bullet) The uncertainty that the Reliance Insert and the Miniguard Patch will
gain market acceptance either among physicians or Urinary Incontinence sufferers
in the United States or in Europe.
(bullet) The dependence by the Company on the success of two products, the
Reliance Insert and the Miniguard Patch.
(bullet) The uncertainty that the Company will be able to develop the ability to
produce commercial quantities of its products and produce such quantities at an
acceptable cost.
(bullet) The uncertainty that the Company will be able to develop an effective
sales force and implement a successful marketing plan for the Reliance Insert
and the Miniguard Patch in the United States.
(bullet) The Company's dependence on others for raw materials, including certain
materials available only from single sources.
(bullet) The effect of competing products and surgical and non-surgical
alternative treatments for incontinence.
(bullet) The uncertainty that the Company will be able to develop an effective
distribution network and implement a successful distribution strategy for the
Reliance Insert and the Miniguard Patch in Europe and elsewhere.
(bullet) The uncertain protection afforded the Company by its patents and other
intellectual property relating to the Reliance Insert and the Miniguard Patch.
(bullet) The uncertainty whether the Company will be able to achieve medical
reimbursement for the Reliance Insert or the Miniguard Patch in the United
States or in all European markets.
(bullet) The uncertainty whether the Company will be able to manufacture, market
and sell its products at prices that permit it to achieve satisfactory margins
in the production and marketing of its products.
Page 10
<PAGE>
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On May 10, 1996 the Company held its Special Meeting of Stockholders
to consider and vote upon the following three proposals:
(1) A proposal to elect two (2) Class II Directors of the Company,
each to hold a three-year term.
(2) A proposal to ratify the amendment of the Company's Amended and
Restated 1991 Stock Option Plan to provide for the formula grant of
stock options to non-employee directors of the Company.
(3) A proposal to ratify the appointment of Price Waterhouse LLP as
independent accountants of the Company for the current fiscal year.
Results with respect to the voting on each of the above proposals were
as follows:
<TABLE>
<CAPTION>
Withheld
For Authority
---------- ---------
<S> <C> <C> <C> <C>
(1) Election of Directors:
David P. Fialkow 18,786,307 239,200
Thomas E. Tierney 18,786,307 239,200
For Against Abstain No Vote
---------- --------- ------- -------
(2) Approval of formula option 16,637,077 2,355,088 33,342 --
grants to non-employee directors
(3) Approval of Price Waterhouse 19,006,557 13,750 5,200 --
LLP as independent accountants
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K
(1) On May 15, 1996, the Company filed a current report on
Form 8-K disclosing that on May 9, 1996, the Company acquired
all the incontinence technology of the ASI Liquidating Trust,
the successor to Advanced Surgical Intervention, Inc.,
including the Miniguard Patch, an FDA-cleared prescription
adhesive patch to block leakage of urine in women
with mild to moderate stress incontinence.
(2) On June 7, 1996, the Company filed a current report on
Form 8-K disclosing that on that same day, the Company issued
a press release announcing that it had met with the Staff of
the FDA as part of its ongoing dialogue in connection with its
510(k) application for market clearance of its Reliance
Urinary Control Insert.
Page 11
<PAGE>
SIGNATURES
----------
Pursuant to 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.
UroMed Corporation
Date: August 8, 1996 /s/ John G. Simon
----------------- ---------------------------------
John G. Simon, President and
Chief Executive Officer
Date: August 8, 1996 /s/ Paul J. Murphy
------------------ ---------------------------------
Paul J. Murphy, Treasurer and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE BALANCE
SHEET AND THE STATEMENT OF OPERATIONS FILED AS PART OF THE QUARTERLY
REPORT ON FORM 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH QUARTERLY REPORT ON FROM 10Q.
</LEGEND>
<CIK> 0000917821
<NAME> UroMed-Corp.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
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