PHOENIX INTERNATIONAL LIFE SCIENCES INC
6-K, 2000-02-01
MEDICAL LABORATORIES
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<PAGE>

                                   FORM 6-K

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                           Report of Foreign Issuer
                     Pursuant to Rule 13a-16 or 15d-16 of
                      the Securities Exchange Act of 1934

                            Dated February 1, 2000

                   PHOENIX INTERNATIONAL LIFE SCIENCES INC.
                   ----------------------------------------
                (Translation of registrant's name into English)

                               2350 Cohen Street
                               -----------------
                     Saint Laurent, Quebec Canada H4R 2N6
                     ------------------------------------
                   (Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

          Form 20-F  ______      Form 40-F    X   (commenced in calendar
                                            -----
                                                       year 1998)

     Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

               Yes ____      No   X
                                 ---

     If  "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): ______________
<PAGE>

                                  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, thereunto duly authorized.


                              PHOENIX INTERNATIONAL LIFE SCIENCES INC.
                              ----------------------------------------
                              (Registrant)


Date:  February 1, 2000       By:  /s/ David Moszkowski
       ----------------           -----------------------------------
                                   David Moszkowski
                                   Senior Vice President and
                                   Chief Financial Officer

<PAGE>

                                                                    Exhibit 99.1


                  PHOENIX INTERNATIONAL ANNOUNCES FISCAL 2000

                             FIRST QUARTER RESULTS

 .    Phoenix International posts revenue growth of 27%

 .    Record first quarter net income from operations of $0.14/share before
     special items

Montreal, January 25, 2000 - Phoenix International Life Sciences (NASDAQ:PHXI;
TSE:PHX), one of the world's leading contract research organizations, today
announced its fiscal 2000 first quarter financial results for the period ended
November 30, 1999. (All figures are in Canadian dollars and in accordance with
U.S. GAAP.) The company reported consolidated net revenues of $77.2 million and
record quarterly net income from operations of $3.8 million or $0.14 per share,
before restructuring costs.

Revenue for the first quarter of fiscal 2000 increased 27% to $77.2 million,
compared with $60.7 million in the first quarter of fiscal 1999. Net income from
operations for the first quarter was $3.8 million or $0.14 per share, before
restructuring costs of $2.2 million, and a $1.8 million profit on the sale of
its pharmacology facility in Laval, France, and net income after such items was
$3.4 million or $0.12 per share. In the corresponding period in fiscal 1999, net
income was $3.5 million or $0.13 per share, before merger costs of $800,000.

"We are pleased with our first quarter performance, particularly in Early Stage
Development, and management is focused on improving performance throughout
business lines. We are committed to increasing value for all of our
stakeholders," said Ian Lennox, CEO, Phoenix International.

Early Stage Development grew significantly as a result of the company's record
revenues and profits in its global Bioanalytical operations, and modest
improvement in revenues from global Phase I and from the transgenic and
toxicology business acquisitions of 1999. Late Stage Development results were
mixed. The company's strong performance in Clinical Research in North America
was offset by disappointing operating results in Europe/Asia.

Segmented Results
(Cdn$, in millions, U.S. GAAP)
                                             1/st/ Quarter
Revenue                                    2000         1999    %
Early Stage Development                    51.5         34.5    49%
Late Stage Development                     25.7         26.2    (2%)
Total                                      77.2         60.7    27%

EBIT (before special charges, sale of
Pharmacology facility and merger costs)

Early Stage Development                     5.3          3.9    36%
Late Stage Development                      1.2          1.7   (30%)
Total                                       6.5          5.6    16%
<PAGE>

About Phoenix International

Phoenix International is one of the world's leading contract research
organizations.  The Company is a global leader in early stage pharmaceutical
development and has a growing presence in late stage pharmaceutical development.
Headquartered in Montreal, Quebec, the Company employs over 2,000 people in 19
countries around the world.  Phoenix International is on the worldwide web at
www.pils.com.
- ------------

This release contains "forward-looking" statements regarding future results and
events, including statements regarding expected future revenues, earnings and
growth rates and goals and operating plans of management. Phoenix's actual
future results may differ significantly from the results discussed in the
forward-looking statements contained in this release. Factors that may cause
such a difference include, but are not limited to: the inability of Phoenix to
win new business at the levels required; the cancellation or delay of contracts;
risks associated with the management of growth and the ability to attract and
retain employees; risks of integrating newly acquired businesses; competition;
any claims for patent infringement; unanticipated costs in connection with Year
2000 conversion; the ability to obtain future financing; adverse regulatory
developments; foreign exchange rate fluctuations; and uncertainty surrounding
the Euro.

FOR MORE INFORMATION, PLEASE CONTACT:

MEDIA:                                   ANALYST CONTACT:
RICHARD GAREAU                           DAVID MOSZKOWSKI, C.A.
Director of Communications               Senior Vice President and CFO
Phoenix International Life Sciences      Phoenix International Life Sciences
Inc.                                     Inc.
Tel: (514) 333-0033, extension 4638      Tel: (514) 333-0033 Fax: (514) 335-8351
E-mail: [email protected]          E-mail: [email protected]
        -----------------------                  ---------------------
<PAGE>


                   Phoenix International Life Sciences Inc.

                          CONSOLIDATED BALANCE SHEETS
                                 Canadian GAAP
<TABLE>
<CAPTION>
Unaudited
[In millions of Canadian dollars]                      November 30   August 31
                                                          1999          1999
                                                           $             $
- -------------------------------------------------------------------------------
<S>                                                   <C>           <C>
ASSETS
Current
Cash                                                        41.4          40.9
Marketable securities                                        3.0           0.5
Accounts receivable                                         73.4          62.7
Investment tax credits recoverable                           2.8           2.2
Costs and estimated profit in excess of progress
 billings on contracts in progress                          24.6          38.7
Other                                                        9.9           8.1
                                                       ----------    ----------
                                                           155.1         153.1
                                                       ----------    ----------

Capital assets                                             101.7          99.4
Other assets                                               133.7         136.7
                                                       ----------    ----------
                                                           390.5         389.2
                                                       ----------    ----------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Bank indebtedness                                           11.3           1.4
Accounts payable and accrued liabilities                    83.3          82.2
Progress billings in excess of costs and estimated
 profit on contracts in progress                            56.9          62.2
Current portion of long-term debt and capital lease
 obligations                                                13.4          15.7
                                                       ----------    ----------
                                                           164.9         161.5
                                                       ----------    ----------

Long-term debt and capital lease obligations                61.9          64.3
Other deferred credits                                       9.9          10.0
                                                       ----------    ----------
                                                           236.7         235.8
Shareholders' equity
Capital stock                                              138.1         138.1
Retained earnings                                           16.7          15.6
Cumulative translation adjustment                           (1.0)         (0.3)
                                                       ----------    ----------
                                                           153.8         153.4
                                                       ----------    ----------
                                                           390.5         389.2
                                                       ----------    ----------
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

November 30, 1999

1) These interim financial statements are the responsibility of management and,
   in its opinion, include all the adjustments, which are of a normal recurring
   nature, necessary for a fair statement of the results for the interim period
   presented.
<PAGE>

                   Phoenix International Life Sciences Inc.

                       CONSOLIDATED STATEMENTS OF INCOME
                                    US GAAP

<TABLE>
<CAPTION>
First Quarter, ended November 30
Unaudited
[In millions of Canadian dollars except per share amounts]

                                                1999                  1998
                                                 $                     $
- ------------------------        -----------------------------------------------
<S>                                        <C>                   <C>
Gross revenues                                     95.7                  76.2
Reimbursed costs                                   18.5                  15.5
                                           --------------        --------------
Net revenues                                       77.2                  60.7
Direct costs - net of
 refundable tax credits                            47.6                  35.8
                                           --------------        --------------
Gross profit                                       29.6                  24.9
                                           --------------        --------------

Expenses - net of refundable
 tax credits
Selling, general and
 administrative                                    21.2                  18.2
Internal research and
 development                                        1.2                   0.9
Interest expense                                    1.9                   1.5
Amortization of goodwill                            0.7                   0.3
Restructuring costs                                 2.2                    -
                                           --------------        --------------
                                                   27.2                  20.9
                                           --------------        --------------

Other income                                        0.5                   0.3
Gain on disposal of Pharamacolgy                    1.8                    -
Merger costs                                         -                    0.8
Non-refundable tax credits                          1.8                   1.5
                                           --------------        --------------
Income before income taxes                          6.5                   5.0
Income taxes                                        3.1                   2.3
                                           --------------        --------------
Net income                                          3.4                   2.7
                                           --------------        --------------


Basic earnings  per share                            12 cents              10 cents
                                           --------------        --------------

Weighted average shares outstanding          27,145,247            26,047,189
                                           ==============        ==============

Net income before special items                     3.8                   3.5
                                           --------------        --------------

Basic earnings per share before special
  items                                              14 cents             13 cents
                                           --------------        --------------
</TABLE>
<PAGE>

                   Phoenix International Life Sciences Inc.

                       CONSOLIDATED STATEMENTS OF INCOME
                                 Canadian GAAP

<TABLE>
<CAPTION>
First Quarter, ended November 30
Unaudited
[In millions of Canadian dollars except per share amounts]
                                               1999                  1998
                                                $                     $
- --------------------------------          ------------------------------------
<S>                                       <C>                   <C>
Gross revenues                                    95.7                  74.1
Reimbursed costs                                  18.5                  15.5
                                          --------------        --------------
Net revenues                                      77.2                  58.6
Direct costs - net of
 refundable tax credits                           47.6                  34.7
                                          --------------        --------------
Gross profit                                      29.6                  23.9
                                          --------------        --------------

Expenses - net of refundable
 tax credits
Selling, general and
 administrative                                   21.2                  17.5
Internal research and
 development                                       1.2                   0.9
Interest expense                                   1.9                   1.4
Amortization of goodwill                           1.3                   0.7
Restructuring costs                                2.1                    -
                                          --------------        --------------
                                                  27.7                  20.5
                                          --------------        --------------

Other income                                       0.5                   0.2
Non-refundable tax credits                         1.8                   1.5
                                          --------------        --------------
Income (loss) before income taxes                  4.2                   5.1
Income taxes                                       3.1                   2.3
                                          --------------        --------------
Net Income (loss) for the period                   1.1                   2.8
                                          --------------        --------------


Basic earnings (loss) per share                      4 cents              11 cents
                                          --------------        --------------

Weighted average shares outstanding         27,145,247            25,155,226
                                          ==============        ==============

Net income before special items                    3.2                   2.8
                                          --------------        --------------

Basic earnings per share before
  special items                                     12 cents              11 cents
                                          --------------        --------------
</TABLE>

                 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                                 Canadian GAAP

<TABLE>
<CAPTION>
For the three months ended November 30
Unaudited
[In thousands of Canadian dollars]
                                               1998                  1998
                                                $                     $
- --------------------------------          ------------------------------------
<S>                                       <C>                   <C>
Retained earnings, beginning of period            15.6                  18.2
Net income (loss)                                  1.0                   2.9
                                          --------------        --------------
Retained earnings, end of period                  16.6                  21.1
                                          ==============        ==============

</TABLE>
<PAGE>


                   Phoenix International Life Sciences Inc.


                          CONSOLIDATED STATEMENTS OF
                                   CASH FLOW
                                 Canadian GAAP

<TABLE>
<CAPTION>
For the three month period ended  November 30
Unaudited
[In millions of Canadian dollars]
                                                    1999            1998
                                                     $               $
- --------------------------------------------------------------------------------
<S>                                               <C>             <C>
OPERATING ACTIVITIES
Net income                                           1.1             2.9
Items not affecting cash
  Amortization                                       5.1             3.7
Net change in non-cash working capital items related
    to operations                                   (4.7)           (0.5)
                                                  --------        --------
Cash provided by operating activities                1.5             6.1
                                                  --------        --------

INVESTING ACTIVITIES
Capital asset additions                             (7.9)           (3.9)
Proceeds on disposal of Laval Pharmacology           3.2              -
Investment in Chrysalis                               -             (7.2)
Proceeds on disposal of KCAS                          -              3.7
Other assets                                          -             (0.2)
                                                  --------        --------
Cash used in investing activities                   (4.7)           (7.6)
                                                  --------        --------

FINANCING ACTIVITIES
Assumption of long-term debt                         5.5             7.2
Repayment of long-term debt                         (9.0)           (6.5)
Increase in bank indebtedness                        9.9             2.7
Other deferred credits and long-term liabilities    (0.1)           (0.5)
Purchase of marketable securities                   (2.6)             -
                                                  --------        --------
Cash provided by financing activities                3.7             2.9
                                                  --------        --------



Increase in cash position during the period          0.5             1.4
 Cash beginning of period                           40.9            17.0
                                                  --------        --------
Cash end of period                                  41.4            18.4
                                                  --------        --------
</TABLE>

<PAGE>

                                                                    Exhibit 99.2


                  PHOENIX INTERNATIONAL APPOINTS LUCIEN STERU
                        SENIOR VP CORPORATE DEVELOPMENT
                        ANNOUNCES KEY MANAGEMENT CHANGE

Montreal, January 26, 2000 - Phoenix International Life Sciences Inc. (NASDAQ:
PHXI; TSE: PHX), one of the world's leading contract research organizations,
today announced the appointment of Dr. Lucien Steru as Senior Vice-President,
Corporate Development. In his new position, Dr. Steru, formerly President and
COO, Clinical Research, Europe, will have a more prominent role in shaping and
implementing the company's overall new business strategy.

"Dr. Steru has almost 20 years of experience in the clinical research industry.
We intend to better utilize Dr. Steru's insight, talent and energy on a company-
wide basis, to support the profitable growth of Phoenix International,"
commented Ian Lennox, CEO, Phoenix International.

Dr. Steru added "Ian Lennox is committed to building the best CRO in the world
for our employees, customers and shareholders. As an employee, shareholder, and
director of Phoenix International, I look forward to working closely with him to
achieve this objective." Reporting to Ian Lennox, Dr. Steru will complete and
implement a management transition plan within Clinical Research, Europe/Asia,
over the next several weeks.

Prior to joining Phoenix International, Dr. Steru founded one of the very first
CROs in France, specializing in clinical studies Phases II-IV, Biometrics and
Medical Writing. Having reached and maintained leadership in France, the CRO he
founded grew in Europe, establishing several subsidiaries or alliances with
other CROs, and pioneered in pan-European clinical trials. Dr. Steru then merged
his business with Phoenix International assuming the responsibility for the
management of all European Operations and becoming a Board Member.

About Phoenix International

Phoenix International is one of the world's leading contract research
organizations. The Company is a global leader in early stage pharmaceutical
development and has a growing presence in late stage pharmaceutical development.
Headquartered in Montreal, Quebec, the Company employs over 2,000 people in 19
countries around the world. Phoenix International is on the worldwide web at
www.pils.com.
- ------------

This release contains "forward-looking" statements regarding future results and
events, including statements regarding expected future revenues, earnings and
growth rates and goals and operating plans of management. Phoenix's actual
future results may differ significantly from the results discussed in the
forward-looking statements contained in this release. Factors that may cause
such a difference include, but are not limited to: the inability of Phoenix to
win new business at the levels required; the cancellation or delay of contracts;
risks associated with the management of growth and the ability to attract and
retain employees; risks of integrating newly acquired businesses; competition;
any claims for patent infringement; unanticipated costs in connection with Year
2000 conversion; the ability to obtain future financing; adverse regulatory
developments; foreign exchange rate fluctuations; and uncertainty surrounding
the Euro.
<PAGE>

FOR MORE INFORMATION, PLEASE CONTACT:

MEDIA:
RICHARD GAREAU
Director of Communications
Phoenix International Life Sciences Inc.
Tel: (514) 333-0033, extension 4638
E-mail: [email protected]

ANALYST CONTACT:
DAVID MOSZKOWSKI, C.A.
Senior Vice President and Chief Financial Officer
Phoenix International Life Sciences Inc.
Tel: (514) 333-0033 Fax: (514) 335-8351
E-mail: [email protected]


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