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Total Number of Pages: 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 20, 1999
Commission File Number: 0-26208
================================================================================
KERAVISION, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 77-0328942
(State of Incorporation) (I.R.S. Employer
Identification No.)
48630 MILMONT DRIVE
FREMONT, CA 94538
(Address of principal executive offices)
(510) 353-3000
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
On July 15, 1999, KeraVision, Inc. announced Intention to Make
Offering of Common Stock. Further details regarding this
announcement are contained in the Comapny's news release dated July
15, 1999 attached as exhibit hereto and incorporated reference herein.
On July 15, 1999, KeraVision, Inc. announced Board, Personnel
Changes. Further details regarding this announcement are contained
in the Company's new release dated July 15, 1999 attached as exhibit
hereto and incorporated reference herein.
On July 15, 1999, KeraVision, Inc. announced Second Quarter
Financial Results. Further details regarding this announcement are
contained in the Company's new release dated July 15, 1999 attached
as exhibit hereto and incorporated reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits:
99.25 KeraVision, Inc. News Release dated July 15, 1999
99.26 KeraVision, Inc. News Release dated July 15, 1999
99.27 KeraVision, Inc. News Release dated July 15, 1999
2
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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.
KERAVISION, INC.
/s/Mark Fischer-Colbrie
-----------------------
Mark Fischer-Colbrie
Vice President, Finance and
Administration and Chief Financial
Officer(Principal Financial and
Accounting Officer)
Date: July 20, 1999
3
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Exhibit 99.25
KeraVision, Inc. Announces Intention to Make Offering of Common Stock
FREMONT, CA (July 15, 1999) -- KeraVision, Inc. (Nasdaq: KERA) announced
today that it filed a registration statement with the Securities and
Exchange Commission with respect to a proposed public offering of four
million shares of the company's common stock.
All of the shares are to be issued and sold by KeraVision. Proceeds
from the sale of the shares will be used by KeraVision for sales and
marketing efforts related to the U.S. launch of its proprietary vision
correction product, Intacs (trademark); the development and clinical
testing of products based on the Intacs technology; prepayment of short-
term debt, and working capital and other general corporate purposes.
The offering is to be made through an underwriting group managed by
Donaldson, Lufkin & Jenrette; Dain Rauscher Wessels, a division of Dain
Rauscher Inc.; Prudential Securities, and SG Cowen.
KeraVision, founded in 1986, is the developer of Intacs, the first FDA-
approved non-laser option for surgically treating mild myopia
(nearsightedness). Intacs are a safe and effective alternative to
eyeglasses, contact lenses and vision correction surgeries that
permanently alter the eye's central optical zone. The company's
patented technology platform is also being developed for the possible
treatment of other common vision problems including mild hyperopia
(farsightedness) and astigmatism.
A registration statement relating to the proposed securities offering
has been filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement becomes
effective. This news release is not an offer to sell these securities
or our solicitation of your offer to buy these securities in any
jurisdiction in which that would not be permitted or legal.
A prospectus relating to these securities may be obtained from:
Donaldson, Lufkin & Jenrette
277 Park Ave.
New York, NY 10172
Dain Rauscher Wessels
60 South Sixth Street
Minneapolis, MN 55402
Prudential Securities
111 8th Ave.
New York, NY 10011
SG Cowen
One Financial Square
New York, NY 10005
Note to Editors: Intacs are a registered trademark or trademark of
KeraVision, Inc. in the U.S. and foreign countries
Contact:
KeraVision, Inc., Fremont
Mark Fischer-Colbrie, 510/353-3000 (Investors)
Mick Taylor, 510/353-3075 (Media)
www.keravision.com
Fax on Demand, 800/448-8559
# # #
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Exhibit 99.26
KeraVision Announces Board, Personnel Changes
FREMONT, CA (July 15, 1999) -- KeraVision, Inc. (Nasdaq: KERA), developer of
Intacs (trademark) -- the first FDA-approved non-laser option for surgically
correcting myopia -- announced several changes to the company's Board of
Directors and executive staff.
John R. Gilbert, vice chairman of the KeraVision board since 1992 and a
retired president of Johnson & Johnson's former subsidiary, IOLAB Corp.,
resigned to devote more attention to a family-run business venture.
Kathleen D. LaPorte, a board member since June 1998 and a general partner
with the Sprout Group investment firm, indicated that she was pleased with
the company's progress over the past year and was stepping down to focus
more time on younger, less developed companies in the Sprout Group
portfolio. There are no current plans to fill the two board seats, leaving
KeraVision's six-member board with five outside directors.
In addition, Mick Taylor, who has directed KeraVision's communications
programs as an outside consultant since 1993, was named to the new post of
vice president-corporate relations.
KeraVision Chairman and Chief Executive Officer Thomas M. Loarie said, "John
Gilbert devoted countless hours to building KeraVision's relationships with
surgeons around the world and to developing our sales team. Kathy LaPorte
provided helpful guidance including in our efforts to raise capital over the
past year. They each have our appreciation."
Taylor, the new vice president-corporate relations, previously served as
vice president-corporate relations for American Medical International, Inc.,
a proprietary hospital and management company. He earlier worked as press
aide and speechwriter for former Oklahoma Congressman Mickey Edwards and as
a newspaper reporter for the Daily Oklahoman.
KeraVision, founded in 1986, is the developer of Intacs, the first FDA-
approved non-laser option for surgically treating mild myopia
(nearsightedness). Intacs are a safe and convenient alternative to
eyeglasses, contact lenses and vision correction surgeries that permanently
alter the eye's central optical zone. The company's patented technology
platform is also being developed for the possible treatment of other common
vision problems including mild hyperopia (farsightedness) and astigmatism.
Except for the historical information, the matters discussed in this news
release are forward-looking statements. Actual results may differ
materially due to a variety of factors, including market acceptance of
KeraVision Intacs, complications relating to the product or the surgical
procedure, competitive products and technologies, and other risk factors
described under the heading "Risk Factors Affecting the Company, Its
Business and Its Stock Price" set forth in Form 10-Q for the quarter ended
June 30, 1999, and Form 10-K for the year ended December 31, 1998, as well
as in other SEC filings.
Note to Editors: Intacs are a registered trademark or trademark of
KeraVision, Inc. in the U.S. and foreign countries
Contact:
KeraVision, Inc., Fremont
Mark Fischer-Colbrie, 510/353-3000 (Investors)
Mick Taylor, 510/353-3075 (Media)
www.keravision.com
Fax on Demand, 800/448-8559
<PAGE>
Exhibit 99.27
KeraVision Reports Record
Revenues for 2nd Quarter -- $3.9M
Strong surgeon demand follows FDA approval for Intacs (trademark) --
the first approved non-laser option for surgically treating myopia
[SPECIAL ADVISORY: In accordance with SEC "quiet period" rules relating to
today's filing, the regularly scheduled end-of-quarter conference call with
KeraVision management will not be held. KeraVision anticipates resuming the
conference call schedule following the announcement of third quarter 1999
financial results.]
FREMONT, CA (July 15, 1999) -- KeraVision, Inc. (Nasdaq: KERA), which in
April received Food and Drug Administration approval to sell its initial
product, Intacs -- a non-laser option for surgically treating mild myopia --
today reported financial results for the quarter ended June 30, 1999.
Revenues for the second quarter of 1999 totaled $3.9 million vs. $112,000
for the same period a year ago and $472,000 for the first quarter of 1999.
Revenues for the first six months of 1999 totaled $4.4 million vs. $264,000
for the same period in 1998.
The increase in second quarter revenues was primarily the result of sales of
instruments used to perform the Intacs procedure to the initial group of
U.S. surgeons who participated in Intacs training courses during the second
quarter. As of June 30, KeraVision trained 243 surgeons.
Operating results for the second quarter also reflected increased marketing
and sales expenditures related to the Intacs launch in the U.S., offset by
reduced research and development expenses, which resulted in a second
quarter net loss of $5.7 million. This compares to net losses of $7.3
million for the first quarter of 1999 and $5.6 million for the second
quarter of 1998. The net loss per share applicable to common stockholders
was 45 cents for the second quarter, 60 cents for the first quarter of 1999,
and 65 cents for the second quarter a year ago. The per share calculations
for the most recent period include the effect of a Series B dividend of
$365,000 to preferred stockholders.
KeraVision Chairman and Chief Executive Officer Thomas M. Loarie said, "The
initial strong demand for Intacs surgeon training appears to validate our
belief that surgeons are seeking better visual results for their patients,
freedom to change patients' prescriptions because of age, and more choices
for patients who prefer a non-laser option."
On April 9, Intacs became the first FDA-approved non-laser option for
surgically treating mild nearsightedness -- a condition that affects an
estimated 20 million adult Americans. Since then, surgeon training has been
initiated at five sites across the U.S. In addition, several surgeon
practice groups that represent more than 200 vision surgery locations in the
U.S. -- including Laser Vision Centers, Inc. (Nasdaq: LVCI), NovaMed Eyecare
and ARIS Vision, Inc. -- have begun in-house training in the Intacs
procedure for their own doctors.
KeraVision, founded in 1986, is the developer of Intacs, the first FDA-
approved non-laser option for surgically treating mild myopia
(nearsightedness). Intacs are a safe and effective alternative to
eyeglasses, contact lenses and vision correction surgeries that permanently
alter the eye's central optical zone. The company's patented technology
platform is also being developed for the possible treatment of other common
vision problems including mild hyperopia (farsightedness) and astigmatism.
Except for the historical information, the matters discussed in this news
release are forward-looking statements. Actual results may differ
materially due to a variety of factors, including market acceptance of
KeraVision Intacs, complications relating to the product or the surgical
procedure, competitive products and technologies, and other risk factors
described under the heading "Risk Factors Affecting the Company, Its
Business and Its Stock Price" set forth in Form 10-Q for the quarter ended
March 31, 1999, and Form 10-K for the year ended December 31, 1998, as well
as in other SEC filings.
Note to Editors: Intacs are a registered trademark or trademark of
KeraVision, Inc. in the U.S. and foreign countries
Contact:
KeraVision, Inc., Fremont
Mark Fischer-Colbrie, 510/353-3000 (Investors)
Mick Taylor, 510/353-3075 (Media)
www.keravision.com
Fax on Demand, 800/448-8559
<PAGE>
KERAVISION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data; unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales........................... $3,909 $112 $4,381 $264
Costs and expenses:
Cost of sales and manufacturing
expenses........................ 3,027 989 4,615 1,949
Research and development......... 2,111 3,113 4,201 6,016
Selling, general and
administrative................ 4,192 1,740 8,171 3,652
---------- ---------- ---------- ----------
Total costs and expenses............ 9,330 5,842 16,987 11,617
---------- ---------- ---------- ----------
Operating loss...................... (5,421) (5,730) (12,606) (11,353)
Interest income and other, net...... 14 117 (5) 241
Interest expense.................... (258) (31) (310) (62)
---------- ---------- ---------- ----------
Net Loss............................ (5,665) (5,644) (12,921) (11,174)
Preferred stock dividends on:
Redeemable convertible series B..... (365) (2,611) (776) (2,611)
---------- ---------- ---------- ----------
Net loss applicable to common
stockholders...................... ($6,030) ($8,255) ($13,697) ($13,785)
========== ========== ========== ==========
Basic and diluted net loss per share
applicable to common stockholders.. ($0.45) ($0.65) ($1.05) ($1.09)
========== ========== ========== ==========
Shares used in calculation of
net loss per share................. 13,382 12,673 13,088 12,655
</TABLE>
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KERAVISION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................... $8,164 $1,449
Available-for-sale investments.............. 166 6,279
Accounts receivable, net.................... 1,144 365
Inventory................................... 1,140 427
Prepaid expenses and other current assets... 487 716
---------- ----------
Total current assets.......................... 11,101 9,236
Property and equipment, net 2,343 1,840
Other assets.................................. 100 108
---------- ----------
Total assets.................................. $13,544 $11,184
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities 10,597 4,321
Capital lease obligations - non-current..... 666 821
Redeemable Convertible Series B Preferred
Stock..................................... 18,265 17,489
Total stockholders' equity
(net capital deficiency).................. (15,984) (11,447)
---------- ----------
Total liabilities and total stockholders'
equity (net capital deficiency)............ $13,544 $11,184
========== ==========
</TABLE>
