-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Slq4SbREnGrgJEA0SYrm+uojpTrKElO38msAvr6fUBvfy84AREp4qcnQdxyQLAWV Bu86x+3/0uREaIMGhOd2Pg== 0001275287-06-005606.txt : 20061031 0001275287-06-005606.hdr.sgml : 20061031 20061031153144 ACCESSION NUMBER: 0001275287-06-005606 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061030 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061031 DATE AS OF CHANGE: 20061031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANGAMO BIOSCIENCES INC CENTRAL INDEX KEY: 0001001233 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 680359556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30171 FILM NUMBER: 061175431 BUSINESS ADDRESS: STREET 1: 501 CANAL BLVD STREET 2: SUITE A100 CITY: RICHMOND STATE: CA ZIP: 94804 BUSINESS PHONE: 5109706000 MAIL ADDRESS: STREET 1: 501 CANAL BLVD STREET 2: SUITE A100 CITY: RICHMOND STATE: CA ZIP: 94804 8-K 1 sb7702.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 30, 2006 SANGAMO BIOSCIENCES, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-30171 68-0359556 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 501 Canal Blvd, Suite A100 Richmond, California 94804 ----------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (510) 970-6000 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On October 30, 2006, Sangamo BioSciences, Inc. issued a press release reporting that the shares used in computing the basic and diluted net loss per common share for the third quarter ended September 30, 2006 were incorrect. As a result, the basic and diluted net loss per common share was incorrectly stated as $0.09 per share and should have been stated as $0.08 per share. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K: Exhibit No. - ----------- 99.1 Press Release Issued October 30, 2006. 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. DATE: October 31, 2006 SANGAMO BIOSCIENCES, INC. By: /s/ EDWARD O. LANPHIER II ---------------------------------- Edward O. Lanphier II President, Chief Executive Officer EX-99.1 2 sb7702ex991.txt EXHIBIT 99.1 Exhibit 99.1 SANGAMO BIOSCIENCES, INC. Point Richmond Tech Center 501 Canal Boulevard Richmond, CA 94804 510-970-6000 o 510-236-8951(Fax) - -------------------------------------------------------------------------------- SANGAMO BIOSCIENCES CORRECTS THIRD QUARTER 2006 FINANCIAL RESULTS NET LOSS PER SHARE IMPROVES FROM $0.09 TO $0.08 Richmond, Calif. - October 30, 2006 - Sangamo BioSciences, Inc. (Nasdaq: SGMO) today reported the shares used in computing the basic and diluted net loss per common share for the third quarter ended September 30, 2006 were incorrect. As a result, the basic and diluted net loss per common share was incorrectly stated as $0.09 per share and should have been stated as $0.08 per share. Set forth below is a complete corrected Selected Financial Data schedule for the three and nine month periods ended September 30, 2006. SELECTED FINANCIAL DATA (in thousands, except per share data) (unaudited)
Three Months Ended Nine Months Ended September 30, September 30, --------------------- --------------------- 2006 2005 2006 2005 --------- --------- --------- --------- CONSOLIDATED STATEMENT OF OPERATIONS DATA: Revenues $ 1,779 $ 412 $ 5,692 $ 1,087 --------- --------- --------- --------- Operating expenses: Research and development 3,853 2,988 11,470 8,210 General and administrative 1,569 1,216 5,145 3,705 --------- --------- --------- --------- Total operating expenses 5,422 4,204 16,615 11,915 --------- --------- --------- --------- Loss from operations (3,643) (3,792) (10,923) (10,828) Interest income, net 798 125 2,007 228 --------- --------- --------- --------- Net loss $ (2,845) $ (3,667) $ (8,916) $ (10,600) ========= ========= ========= ========= Basic and diluted net loss per common share $ (0.08) $ (0.14) $ (0.28) $ (0.42) Shares used in computing basic and diluted net loss per common share 33,939 25,430 31,960 25,386 ========= ========= ========= =========
CONDENSED BALANCE SHEET DATA September 30, Dec. 31, 2006 2005 ------------- ---------- Cash, cash equivalents, and investments 56,990 $ 47,174 Total assets 58,299 48,983 Total stockholders' equity 50,935 37,814 ABOUT SANGAMO BIOSCIENCES, INC. Sangamo BioSciences, Inc. is focused on the research and development of novel DNA-binding proteins for therapeutic gene regulation and modification. The most advanced ZFP Therapeutic(TM) development programs are currently in Phase 1 clinical trials for evaluation of safety in patients with diabetic neuropathy and peripheral artery disease. Other therapeutic development programs are focused on ischemic heart disease, neuropathic pain, cancer and infectious and monogenic diseases. Sangamo's core competencies enable the engineering of a class of DNA-binding proteins known as zinc finger DNA-binding proteins (ZFPs). By engineering ZFPs that recognize a specific DNA sequence Sangamo has created ZFP transcription factors (ZFP TF(TM)) that can control gene expression and, consequently, cell function. Sangamo is also developing sequence-specific ZFP Nucleases (ZFN(TM)) for therapeutic gene modification as a treatment for a variety of monogenic diseases, such as X-linked SCID and hemophilia, and for infectious diseases, such as HIV. Sangamo has established several Enabling Technology Agreements with companies to apply its ZFP Technology to enhance the production of protein pharmaceuticals. Research at Sangamo is partially funded by an Advanced Technology Program (ATP) grant awarded by the National Institute of Standards and Technology (NIST). For more information about Sangamo, visit the company's web site at www.sangamo.com. This press release may contain forward-looking statements based on Sangamo's current expectations. These forward-looking statements include, without limitation, references to the research and development of novel ZFP TFs and ZFNs, clinical trials and therapeutic applications of Sangamo's ZFP technology platform. Actual results may differ materially from these forward-looking statements due to a number of factors, including technological challenges, Sangamo's ability to develop commercially viable products and technological developments by our competitors. See the company's SEC filings, and in particular, the risk factors described in the company's Annual Report on Form 10-K and its most recent 10-Q. Sangamo assumes no obligation to update the forward-looking information contained in this press release. CONTACT Sangamo BioSciences, Inc. - ------------------------- Elizabeth Wolffe, Ph.D. 510-970-6000, x271 ewolffe@sangamo.com -###- -----END PRIVACY-ENHANCED MESSAGE-----