<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
------------------------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999,
OR
[ ] 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: 001-14165
------------------------
RIBOGENE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-3095154
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
26118 RESEARCH ROAD
HAYWARD, CA 94545
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 732-5551
------------------------
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 prior 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 [ ]
At April 30, 1999 there were 5,783,956 shares of the Registrant's common
stock, $0.001 value, outstanding.
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<PAGE> 2
RIBOGENE, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Item 1 Financial Statements and Notes (Unaudited).................. 1
Condensed Balance Sheets -- March 31, 1999 and December 31,
1998........................................................ 1
Condensed Statements of Operations -- for the three months
ended March 31, 1999 and 1998............................... 2
Condensed Statements of Cash Flows -- for the three months
ended March 31, 1999 and 1998............................... 3
Notes to Condensed Financial Statements..................... 4
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 6
Item 3 Quantitative and Qualitative Disclosures about Market
Risk........................................................ 9
PART II. OTHER INFORMATION
Item 1 Legal Proceedings........................................... 9
Item 2 Changes in Securities and Use of Proceeds................... 9
Item 3 Defaults upon Senior Securities............................. 9
Item 4 Submission of Matters to Vote of Security Holders........... 9
Item 5 Other Information........................................... 9
Item 6 Exhibits and Reports -- Form 8-K............................ 9
Signatures.......................................................... 10
</TABLE>
i
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RIBOGENE, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED) (NOTE 1)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 12,604 $ 12,815
Short-term investments.................................... 15,838 16,703
Prepaid expenses and other current assets................. 56 90
-------- --------
Total current assets.............................. 28,498 29,608
Property and equipment, net................................. 1,544 1,389
Deferred financing costs.................................... 578 622
Other assets................................................ 193 201
-------- --------
$ 30,813 $ 31,820
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 900 $ 1,456
Accrued development costs -- related party................ 900 400
Accrued liabilities....................................... 232 206
Deferred revenue -- related parties....................... 1,667 167
Other current liabilities................................. 816 845
Current portion of capital lease obligations.............. 157 158
Current portion of notes payable.......................... 189 115
-------- --------
Total current liabilities......................... 4,861 3,347
-------- --------
Long-term portion of capital lease obligations.............. 184 224
Long-term portion of notes payable.......................... 5,758 5,482
Other noncurrent liabilities................................ 12 12
Stockholders' equity
Preferred Stock, 5,000,000 shares, $0.001 par value,
authorized at March 31, 1999 and December 31, 1998,
issuable in series; 1,428,572 shares issued and
outstanding at March 31, 1999 and December 31, 1998
(aggregate liquidation preference of $10,000,000 at
March 31, 1999 and December 31, 1998).................. 1 1
Common Stock, 30,000,000 shares, $0.001 par value,
authorized at March 31, 1999 and December 31, 1998;
5,783,956 and 5,774,421 shares issued and outstanding
at March 31, 1999 and December 31, 1998,
respectively........................................... 6 6
Additional paid-in capital.................................. 67,096 66,990
Notes receivable from stockholders.......................... (1) (147)
Deferred compensation....................................... (1,661) (1,811)
Accumulated deficit......................................... (45,406) (42,258)
Accumulated other comprehensive loss........................ (37) (26)
-------- --------
Total stockholders' equity........................ 19,998 22,755
-------- --------
$ 30,813 $ 31,820
======== ========
</TABLE>
See accompanying notes.
1
<PAGE> 4
RIBOGENE, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
1999 1998
-------- -------
<S> <C> <C>
Revenue:
Contract research revenue from related parties............ $ 500 $ 749
Grant revenue............................................. -- 257
------- ------
Total revenue..................................... 500 1,006
------- ------
Operating expenses:
Research and development.................................. 2,711 1,177
General and administrative................................ 1,162 459
------- ------
Total operating expenses.......................... 3,873 1,636
------- ------
Loss from operations........................................ (3,373) (630)
Interest income (expense), net.............................. 225 (70)
------- ------
Net loss.................................................... (3,148) (700)
======= ======
Basic net loss per common share............................. $ (0.56) $(6.73)
======= ======
Weighted average shares of common stock outstanding......... 5,658 104
======= ======
</TABLE>
See accompanying notes.
2
<PAGE> 5
RIBOGENE, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
1999 1998
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss.................................................... $(3,148) $ (700)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization............................. 90 50
Amortization of warrants and deferred compensation........ 281 154
Forgiveness of stockholder notes.......................... 146 --
Other..................................................... -- 10
Changes in assets and liabilities:
Prepaid expenses and other current assets................. 34 26
Other assets.............................................. 8 (16)
Accounts payable.......................................... (556) (601)
Deferred revenue -- related parties....................... 1,500 1,250
Accrued expenses and other liabilities.................... 497 (149)
------- ------
Net cash used in operating activities..................... (1,148) 24
------- ------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment......................... (245) --
Purchases of short-term investments......................... (2,646) --
Maturities of short-term investments........................ 3,500 --
------- ------
Net cash used in investing activities....................... 609 --
------- ------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt................................ 382 --
Repayment of notes payable.................................. (33) (500)
Principal payments on capital lease obligations............. (40) (65)
Deferred offering costs..................................... -- (227)
Proceeds from issuances of common stock and warrants, net of
issuance costs, repurchases and repayment of stockholder
notes..................................................... 19 14
Net proceeds from issuance of convertible preferred stock
and warrants.............................................. -- 1,981
------- ------
Net cash provided by financing activities................... 328 1,203
------- ------
Net increase in cash and cash equivalents................... (211) 1,227
Cash and cash equivalents at beginning period............... 12,815 2,045
------- ------
Cash and cash equivalents at end of period.................. $12,604 $3,272
======= ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest...................................... $ 243 $ 80
======= ======
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
Equipment purchased under capital leases.................... $ -- $ 81
======= ======
</TABLE>
See accompanying notes.
3
<PAGE> 6
RIBOGENE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of RiboGene, Inc.
(the "Company") have been prepared in accordance with generally accepted
accounting principles and applicable Securities and Exchange Commission
regulations for interim financial information. These financial statements do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The unaudited financial
statements are intended to be read in conjunction with the audited financial
statements and footnotes thereto for the year ended December 31, 1998, contained
in the Company's Annual Report filed on Form 10-K with the Securities and
Exchange Commission on March 31, 1999. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for fair presentation of interim financial information have been included.
Operating results for the interim periods presented are not necessarily
indicative of the results that may be expected for the year ending December 31,
1999.
2. CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The Company considers all highly liquid investments with a maturity from
the date of purchase of three months or less to be cash equivalents.
The Company classifies its investments as available-for-sale.
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses, if any, reported in accumulated other comprehensive loss. As
of March 31, 1999, the amortized cost of the Company's investments approximated
their fair value. The Company's comprehensive loss for the three month period
ended March 31, 1999 and 1998, approximated the Company's net loss. Realized
gains and losses and declines in value judged to be other-than-temporary on
available-for-sale securities are included in income. The Company has not
experienced any realized gains or losses on its cash equivalents. The cost of
securities sold is based on the specific identification method. Cash and cash
equivalents and short-term investments at March 31, 1999 and December 31, 1998,
consist of the following (in thousands) at fair value:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
--------- ------------
<S> <C> <C>
Demand deposits with banks and investment in money
market funds....................................... $12,604 $12,815
Corporate debt securities, including accrued interest
Maturing 1999...................................... 9,675 13,133
Maturing 2000...................................... 6,163 3,570
------- -------
$28,442 $29,518
======= =======
</TABLE>
3. NOTES PAYABLE
In December 1998, the Company received $5,000,000 in proceeds from the
issuance of a long-term note payable to a bank. The note required monthly
interest only payments at prime plus 1%. The rate at March 31, 1999 was 8.75%.
The principal is due at the end of the three-year term. The loan is
collateralized by a perfected security interest in all the unencumbered assets
of the Company and requires that the Company maintain its depository accounts
with the bank with a minimum of $5,000,000 in aggregate cash and depository
balances. The Company is also required to comply with financial covenants based
on certain ratios. At March 31, 1999, the Company was in compliance with all
required covenants.
4
<PAGE> 7
RIBOGENE, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
4. NET LOSS PER SHARE
In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128"), basic net loss per share has been computed
using the weighted-average number of shares of common stock outstanding during
the period.
Pro forma net loss per share giving effect to the conversion of the
convertible preferred stock that automatically converted upon completion of the
Company's initial public offering (using the as-if converted method) from the
original date of issuance for the three months ended March 31, 1998 was $0.28.
Shares used in computing the pro forma net loss per share were 2,469,000 for the
three months ended March 31, 1998.
Diluted net loss per share has not been presented separately as, due to the
Company's net loss position, it is antidilutive. Had the Company been in a net
income position at March 31, 1999, shares used in calculating diluted earnings
per share may have included the effect of up to an additional 2,361,887 total
shares related to outstanding stock options and warrants (prior to the
application of the treasury stock method), and 1,428,572 shares related to
convertible preferred stock. Diluted net loss per share for the three months
ended March 31, 1998 would have included 1,236,000 shares related to outstanding
stock options and warrants (prior to the application of the treasury stock
method).
5. STOCK OPTIONS AND WARRANTS
As permitted by Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), the Company has elected
to account for stock options and purchase rights granted to employees using the
intrinsic value method and, accordingly, does not recognize compensation expense
for options and purchase rights granted to employees with exercise prices which
are not less than fair value of the underlying common stock.
For equity awards to non-employees, including lenders and lessors, the
Company applies the Black-Scholes method to determine the fair value of such
instruments. The value is recognized as expense over the period of services
received or the term of the related financing.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Statements in this quarterly report on Form 10-Q that are not historical
fact constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding future
pharmaceutical development, regulatory approvals, revenues, expenses, and
profits or losses. These forward-looking statements are subject to known and
unknown risks, uncertainties or other factors which may cause the actual results
of the Company to be materially different from historical results or any results
expressed or implied by the forward-looking statements. Factors that could cause
actual results to differ materially include, but are not limited to, the risks
and uncertainties described or discussed in the section "Risk Factors" in the
Company's Annual Report on Form 10-K as filed by the Company with the Securities
and Exchange Commission on March 31, 1999. The forward-looking statements
contained herein represent the Company's judgement as of the date of this
quarterly report on Form 10-Q and the Company cautions readers not to place
undue reliance on such statements. Furthermore, the Company disclaims any
obligation or intent to update any such forward-looking statements to reflect
future events or developments.
OVERVIEW
RiboGene is a drug discovery company focused on the identification of novel
lead compounds and the development of potential drug candidates for the
treatment of infectious diseases. The Company was founded in May 1989 to develop
laboratory equipment for cell-free protein synthesis. In January 1993, the
Company discontinued development of the lab equipment and began to focus its
research and development efforts on the identification of novel lead compounds
and the development of potential drug candidates for the treatment of infectious
diseases. The Company's research efforts initially focused on infections caused
by fungi and viruses. In 1996, the Company expanded its research efforts to
include infections caused by bacteria. Simultaneously with the shift in focus to
infectious disease drug discovery, in 1993 and later in 1994, the Company
in-licensed and acquired the rights to certain in-process research and
development (the "Intranasal Product Acquisition"), including certain patents
and other intellectual property related to intranasal formulations and the
corresponding administration of metoclopramide, propranolol and certain
benzodiazepines. One of the potential products acquired by the Company was
Emitasol(R), an intranasal formulation of metoclopramide for the treatment of
diabetic gastroparesis and the prevention of emesis (nausea and vomiting)
following chemotherapy.
In July 1998, the Company entered into an option and license agreement with
Roberts Pharmaceutical Corporation ("Roberts") for the development of Emitasol.
In addition, Roberts made a $10 million equity investment in the Company by
purchasing 1,428,572 shares of Series A non-voting preferred stock at $7.00 per
share. Under the terms of the option and license agreement, Roberts will conduct
clinical trials using Emitasol and, if those are successful, submit a New Drug
Application ("NDA") for Emitasol. If FDA regulatory approval is obtained,
Roberts will have 60 days to exercise an option for an exclusive license to
market Emitasol in North America. Roberts has agreed to make a payment to the
Company of up to $10 million upon the exercise of the option and to pay a
royalty on product sales. The Company will provide up to, but not in excess of,
$7 million in funding for the development of Emitasol through the completion of
Phase III trials and the submission of an NDA, with the balance, if any,
provided by Roberts.
The Company has generated no revenue from the sale of products and, through
March 31, 1999, has incurred cumulative net losses of approximately $45.4
million and, at March 31, 1999, had net stockholders' equity of $20.0 million.
The Company expects to incur significant operating losses over the next several
years due primarily to expanded research and development efforts, preclinical
and clinical testing of its product candidates and commercialization activities.
The Company does not anticipate revenues from product sales for a significant
number of years, if ever. The Company's sources of revenues for the next several
years will be payments from strategic collaborations, if any, and interest
income. Certain payments under collaborations are or will be contingent upon the
Company or its collaborators achieving certain milestones as to which there can
be no assurance that such milestones will be achieved. Results of operations may
vary significantly from quarter to quarter depending on, among other factors,
the progress of the Company's research and development efforts, results of
clinical testing, the timing of certain expenses, the establishment of
collaborative research agreements and the receipt of grants or milestone
payments, if any.
6
<PAGE> 9
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
For the three month period ended March 31, 1999, the Company's revenues
consisted of research support revenues from a collaboration with Dainippon
Pharmaceuticals Company, Ltd. (The "Dainippon Collaboration"). Revenue earned as
part of the Dainippon Collaboration, which began in February 1998, was $500,000
for the three month period ended March 31, 1999. Revenues for the three month
period ended March 31, 1998 consisted of research support revenues earned under
the Dainippon Collaboration of $332,000 and a collaboration with Abbott
Laboratories of $417,000. The Company also had revenues of $257,000 in 1998 from
SBIR grants from the National Institutes of Health. The collaboration with
Abbott Laboratories ended in April, 1998. Revenues earned under SBIR grants are
determined by the timing of the award from the issuing agency. As a result,
grant revenue earned in one period is not predictive of grant revenue to be
earned in future periods. The SBIR grants from which the Company received
funding during the first three months of 1998, ended in August 1998.
Research and development expenses were $2.7 million for the three months
ended March 31, 1999, compared to $1.2 million for the three months ended March
31, 1998. This $1.5 million, or 130% increase resulted from the commencement of
Emitasol development activities, personnel and supply costs relating to the
establishment of the Company's medicinal chemistry capabilities, and non-cash
charges for deferred compensation relating to certain stock options granted to
employees and consultants during 1997 and 1998.
General and administrative expenses were $1.2 million for the three months
ended March 31, 1999, compared to $459,000 for the three months ended March 31,
1998. The $703,000 or 153%, increase was due to additional operating costs
associated with the Company's status as a publicly held company, the Company's
new facility, legal and other professional services associated with increased
business development activities, forgiveness of debt to certain officers and
directors, non-cash charges for deferred compensation relating to certain stock
options and warrants granted to employees and consultants during 1998 and 1999.
For the three months ended March 31, 1999, the Company reported net
interest income of $225,000 as compared to net interest expense of $70,000 for
the three months ended March 31, 1998. This increase in interest income results
from interest earned on the investment of proceeds from the company's initial
public offering, concurrent private placement, bank borrowing and sale of
preferred stock.
The net loss for the three month period ended March 31, 1999 was $3.1
million, compared to $700,000 for the three month period ended March 31, 1998.
The $2.4 million, or 350%, increase resulted from the changes in revenue and
operating expenses discussed above.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations since inception primarily through
public offerings of common stock, private sales of common stock and preferred
stock, warrants, SBIR grants, collaborations, the issuance of short-term
convertible notes and equipment financing arrangements. Through March 31, 1999,
the Company has raised approximately $67.4 million from the sale of common stock
and preferred stock, warrants and short-term convertible notes, $3.5 million
from SBIR grants and $5.9 million from collaborations. The Company's capital
expenditures and payments under capital lease obligations aggregate
approximately $2.7 million through March 31, 1999, and cash used to fund
operating activities since inception totaled $32.0 million.
At March 31, 1999, the Company had cash and cash equivalents and short-term
investments of approximately $28.4 million and working capital of $23.6 million.
Net cash used in operations was $1.1 million for the three months ended March
31, 1999, compared to cash generated of $24,000 for the three months ended March
31, 1998. The increase of $1.2 million was primarily due to increased research
and development and general and administrative expenses discussed above. The
Company has a policy of investing excess funds in investment grade,
interest-bearing securities primarily with an expected maturity of
one-and-one-half years or less.
7
<PAGE> 10
The Company will require substantial additional funds to continue and
expand its research and development activities, conduct preclinical studies and
expand administrative capabilities. The Company estimates that at its planned
rate of spending, existing cash and cash equivalents, and the interest income
earned on such proceeds, will be sufficient for the purposes specified herein
and to allow the Company to maintain its current and planned operations,
including compliance with compensating balance covenant requirements, into the
second half of 2000. There can be no assurance, however, that the Company's
assumptions regarding its future level of expenditures and operating losses will
prove to be accurate. The Company's future funding requirements will depend on
many factors, including any expansion or acceleration and the breadth of the
Company's research and development programs; the results of research and
development, preclinical studies and clinical trials conducted by the Company or
its collaborative partners or licensees, if any; the acquisition and licensing
of technologies or compounds, if any; the Company's ability to maintain existing
and establish new corporate relationships and research collaborations; the
Company's ability to manage growth; competing technological and market
developments; the time and costs involved in filing, prosecuting, defending and
enforcing patent and intellectual property claims; the receipt of licensing or
milestone fees from its current or future collaborative and license
arrangements, if established; the continued funding of governmental research
grants; the timing of regulatory approvals; and other factors.
YEAR 2000 READINESS
The Year 2000 ("Y2K") issue refers to the inability of older computer
hardware and software to accept four-digit codes for the year field in a set of
data (the "Year 2000 Issue"). Beginning in the year 2000, four-digit codes will
be necessary to distinguish between 1900 base-year dates and 2000 base-year
dates. Such inability to recognize a date using "00" as the year 2000 rather
than the year 1900 could result in a system failure or miscalculations causing
disruptions in the Company's operations or activities, including, among other
things, the Company's research and development efforts.
The Company has developed a formal plan to address this issue including a
complete inventory and assessment of all systems. The plan's objective is to
ensure an uninterrupted transition into year 2000.
In conjunction with the above described plan, the Company has completed its
assessment with respect to its critical systems and at this time has not
uncovered any reason for it to believe that such systems critical to the core
business will not function properly with respect to dates in the years 1999,
2000 and thereafter. Additionally, in connection with its move to new facilities
late in 1997, the Company improved, upgraded and replaced many of its systems.
Based on written representations from manufacturers of these systems, the
Company believes that these new systems are Year 2000 compliant.
While the Company believes all systems critical to its core business are
now Y2K compliant, the Company anticipates having the remainder of the internal
systems Year 2000 compliant by the fall of 1999. Currently, however, the Company
has no contingency plans in place in the event it does not fully complete its
Year 2000 readiness program by such time.
To date, the Company has not incurred significant expenses in connection
with assessing, testing and modifying its systems for Year 2000 readiness and
the costs of executing the plan have been funded from cash reserves. However,
because the Company has not fully completed the Year 2000 readiness of its
systems, Management is unable to determine the cost of becoming Year 2000 ready.
To the extent that the Company or its key suppliers and providers fail to
achieve Year 2000 readiness, there could be a material adverse effect on the
Company's business, results of operations and financial position.
8
<PAGE> 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk at March 31, 1999 has not changed
substantially from December 31, 1998, and reference is made to the more detailed
disclosures of market risk included in the Company's 1998 Form 10-K as filed
with the Securities and Exchange Commission on March 31, 1999.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Recent Sales of Unregistered Securities
None
(b) Use of Proceeds
The effective date of the Company's registration statement, filed on
Form S-1 under the Securities and Exchange Act of 1933, as amended (File
No. 333-38781), was May 28, 1998 (the "Registration Statement"). The
class of securities registered was Common Stock and all securities sold
were sold in the offering. The underwriter for the offering was Gruntal
& Co., L.L.C. Pursuant to the Registration Statement, the Company sold
2,300,000 shares of its Common Stock for an aggregate offering price of
$16.1 million.
In connection with the public offering, the Company incurred expenses of
$3.9 million, of which $1.8 million represented underwriting discounts
and commissions and expense reimbursements and $2.1 million represented
other expenses related to the offering. No proceeds were paid directly
or indirectly to directors, officers, general partners of the Company or
to persons holding ten percent or more of any class of equity security
issued by the Company, or to any other affiliate of the Company. The net
offering proceeds to the Company after total expenses was $12.2 million.
The Company has used $4.7 million of the net proceeds from the offering
for operations. The Company has invested the remainder of the net
proceeds in short-term, investment-grade, interest bearing financial
instruments. The use of the proceeds from the offering does not
represent a material change in the use of the proceeds described in the
Registration Statement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
There were no reports on Form 8-K during the quarter ended March 31,
1999.
9
<PAGE> 12
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 hereunto duly authorized.
RIBOGENE, INC.
By: /s/ TIMOTHY E. MORRIS
------------------------------------
Timothy E. Morris
Vice President, Finance and
Administration
Chief Financial Officer
(Principal Financial and
Chief Accounting Officer)
Date: May 14, 1999
10
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 12,604
<SECURITIES> 15,838
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 28,498
<PP&E> 2,757
<DEPRECIATION> 1,213
<TOTAL-ASSETS> 30,813
<CURRENT-LIABILITIES> 4,861
<BONDS> 0
0
1
<COMMON> 6
<OTHER-SE> 19,991
<TOTAL-LIABILITY-AND-EQUITY> 30,813
<SALES> 0
<TOTAL-REVENUES> 500
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,873
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 242
<INCOME-PRETAX> (3,148)
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