-----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, RSpoVL4uuSNxnSxR8bC2doM5C1Xh9tF/4ES9oksyQePI0u/4H+qOG1Gbn01o33nc 3TTXs13+MgCKqRpGx4k7NA== 0000912057-99-004469.txt : 20010524 0000912057-99-004469.hdr.sgml : 20010524 ACCESSION NUMBER: 0000912057-99-004469 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991109 FILED AS OF DATE: 19991110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISIBLE GENETICS INC CENTRAL INDEX KEY: 0001010819 STANDARD INDUSTRIAL CLASSIFICATION: 3826 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-28550 FILM NUMBER: 99745853 BUSINESS ADDRESS: STREET 1: 700 BAY ST STREET 2: SUITE 1000 CITY: TORONTO ONTARIO CANA STATE: A6 BUSINESS PHONE: 2127025700 MAIL ADDRESS: STREET 1: 700 BAY ST STE 1000 STREET 2: TORONTO ONTARIO CANADA CITY: M5G 1Z6 6-K 1 6-K - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 FILING NO. 1 FOR THE MONTH OF NOVEMBER, 1999 VISIBLE GENETICS INC. (Exact name of Registrant) 700 BAY STREET, SUITE 1000, TORONTO ON, CANADA M5G 1Z6 (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 /X/ Form 40-F / / 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/ - - -------------------------------------------------------------------------------- VISIBLE GENETICS INC. On November 10, 1999, Visible Genetics Inc. (the "Company") issued press releases covering the following: 1. FINANCIAL RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 1999. The Company reported sales of $3.5 million for the third quarter ended September 30, 1999, compared to $3.2 million for the same period in 1998. The net loss for the quarter was $7.0 million or $0.82 per share, compared to $3.3 million or $0.44 per share for the same period in 1998. The sales for the first nine months of 1999 were $8.7 million with a net loss of $18.5 million or $2.03 per share, compared to sales of $6.8 million and a loss of $10.5 million or $1.42 per share for the corresponding period in 1998. The increase in the net loss for the quarter was due to increased expenses related to the Company's HIV-1 Genotyping Assay clinical trials and related expenses required for its Food and Drug Administration application, for expansion of its international sales and marketing activities, and one time general and administration expenses of $1.0 million related to facility consolidation and personnel costs. The Company's third quarter results are set forth in full on Exhibit 1 annexed to this report. (All amounts are in United States dollars.) 2. RETIREMENT OF JOHN K. STEVENS. Dr. John K. Stevens, the Company's founder, and Chairman has decided to retire from the Board of Directors to pursue another new venture full time. The Company reports hereby that in accordance with the terms of his employment agreement, Dr. Stevens will receive a severance package of 2 years salary plus benefits. The Company has extended the termination date of Dr. Stevens' options until 2003. Upon retirement, Dr. Stevens repaid a $323,405 loan owed to the Company which was payable in 2006 and a $50,000 loan owed to the Company which was payable in December 1999. 3. APPOINTMENT OF TIMOTHY W. ELLIS AS COO. Timothy W. Ellis has been appointed Chief Operating Officer for the Company. In this role, he will be responsible in North America for achieving overall business objectives, organizing and developing the Company's sales and marketing activities, and managing all manufacturing including instruments, consumables and diagnostic kits. Mr. Ellis will be based in Atlanta, where the Company's wholly owned subsidiary, Applied Sciences, Inc. is currently located. The Company is in the process of establishing a new 100,000 square foot facility in Atlanta that will house its kit manufacturing operations, sales and marketing, and the existing Applied Sciences, Inc. operations. Mr. Ellis has been involved in the diagnostics business for over 25 years, having held a variety of positions with a number of companies including General Manager of Abbott Laboratories' Clinical Chemistry Business Unit, President of Dynex Technologies, and President of Genetic Systems Corporation. Mr. Ellis received Bachelor of Science and Master of Science degrees from Bradley University. 4. RESIGNATION OF JEFFREY D. SHERMAN. Jeffrey D. Sherman, Chief Financial Officer, has left the Company to pursue other interests. A search firm has been retained to identify a suitable candidate to fill the vacancy. Mr. Sherman has been providing consulting services to the Company on an as required basis during the transition period. This Form 6-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and other factors which may cause the Company's results to differ materially from expectations. These include risks relating to the ability to obtain regulatory approval, market acceptance of genotyping and the Company's products and other risks detailed from time to time in the Company's SEC filings, including its most recent Annual Report on Form 20-F. These forward-looking statements speak only as of the date hereof. The Company disclaims any intent or obligation to update these forward-looking statements. The Company hereby incorporates by reference this Form 6-K into the Company's Registration Statements on Form F-3 (File Nos. 333-67607 and 333-68939) and the Company's outstanding Registration Statements on Form S-8. Exhibit 1. Third Quarter Financial Results 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. VISIBLE GENETICS INC. Date: November 10, 1999 By: /s/ Richard T. Daly -------------------------------- Name: Richard T. Daly Title: President and CEO VISIBLE GENETICS INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED, UNITED STATES DOLLARS) SEPTEMBER 30 DECEMBER 31 1999 1998 ------------ ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 9,788,792 $ 6,165,924 Short-term investments 9,167,234 5,108,254 Trade receivables 5,785,875 4,770,796 Other receivables 711,282 1,445,820 Prepaid and deposits 522,149 233,072 Inventory 3,595,119 3,912,336 ------------ ------------ TOTAL CURRENT ASSETS 29,570,451 21,636,202 FIXED ASSETS 4,170,827 3,877,163 2,573,826 2,269,170 ------------ ------------ PATENTS AND LICENCES $ 36,315,104 $ 27,782,535 ============ ============ LIABILITIES CURRENT LIABILITIES Notes payable $ -- $ 7,494,877 Accounts payable 3,369,534 3,985,103 Accrued liabilities 1,544,972 1,723,840 ------------ ------------ TOTAL CURRENT LIABILITIES 4,914,506 13,203,820 ------------ ------------ CONVERTIBLE PREFERRED STOCK 26,677,365 -- ------------ ------------ SHAREHOLDERS' EQUITY Share capital 48,365,025 46,412,685 Other equity 10,218,994 2,232,465 Cumulative translation adjustment (404,504) 84,822 Deficit (53,456,282) (34,151,257) ------------ ------------ 4,723,233 14,578,715 ------------ ------------ $ 36,315,104 $ 27,782,535 ============ ============ VISIBLE GENETICS INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED, UNITED STATES DOLLARS)
THREE MONTHS ENDED SEPTEMBER 30 NINE MONTHS ENDED SEPTEMBER 30 ------------------------------ ------------------------------- 1999 1998 1999 1998 ----------- ------------ ------------ ------------ SALES $ 3,486,477 $ 3,230,247 $ 8,672,463 $ 6,797,010 Cost of sales 2,254,833 1,931,264 6,318,652 4,405,729 ----------- ------------ ------------ ------------ GROSS MARGIN 1,231,644 1,298,983 2,353,811 2,391,281 EXPENSES Sales, general and administrative 5,675,071 2,725,494 13,408,613 7,655,307 Research and development 2,112,131 1,636,605 5,986,419 5,004,593 ----------- ------------ ------------ ------------ 7,787,202 4,362,099 19,395,032 12,659,900 ----------- ------------ ------------ ------------ Loss from operations before interest (6,555,558) (3,063,116) (17,041,221) (10,268,619) Interest income 209,032 43,284 351,253 200,046 Interest and financing expense (683,018) (317,360) (1,783,472) (434,530) ----------- ------------ ------------ ------------ NET LOSS FOR THE PERIOD $(7,029,544) $ (3,337,192) $(18,473,440) $(10,503,103) Weighted average number of common shares outstanding 9,600,049 7,592,824 9,508,358 7,416,393 ----------- ------------ ------------ ------------ BASIC AND FULLY DILUTED LOSS PER SHARE (1) $ (0.82) $ (0.44) $ (2.03) $ (1.42) =========== ============ ============ ============
(1) The calculation of loss per share for the 3 months ended September 30, 1999 includes the accretion of discount and accrual of dividends on convertible preferred stock in the amounts of $195,066 and $636,519, respectively, which are charged directly to deficit and not included in the net loss for the period in the statement of operations. VISIBLE GENETICS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED, UNITED STATES DOLLARS)
NINE MONTHS ENDED SEPTEMBER 30 ------------------------------- 1999 1998 ------------ ------------ CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES Net Loss for the period $(18,473,440) $(10,503,103) Add: Items not involving cash - Depreciation 1,211,244 736,522 Amortization 291,988 157,518 In-process research and development acquired -- 700,000 Non cash financing expense related to warrants granted 1,285,376 -- Foreign exchange (11,276) -- Increase ( decrease ) from changes in - Trade receivables (1,504,405) (1,850,626) Other receivables 734,538 (299,285) Prepaid and deposits (289,077) (375,360) Inventory 317,217 (1,962,192) Accounts payable (772,182) 2,032,057 Accured liabilities (178,868) 508,102 ------------ ------------ (17,388,885) (10,856,367) ============ ============ Financing activities Common shares issued, net of expenses 1,927,377 683,284 Convertible preferred stock issued, net of expenses 29,176,857 -- Repayment of term loan (4,100,000) -- Other equity issuances 11,438 394,925 Short term borrowings -- 6,901,885 Capital lease obligation -- (19,815) Long-term debt -- 1,346,328 In process research and development acquired for cash -- (209,125) ------------ ------------ 27,015,672 9,097,482 ============ ============ Investing activities Short-term investments (4,058,980) 5,721,222 Purchase of fixed assets (1,504,908) (2,680,532) Licenses and patents acquired (440,031) (643,650) ------------ ------------ (6,003,919) 2,397,040 ============ ============ Increase in cash during the period 3,622,868 638,155 CASH, BEGINNING OF PERIOD 6,165,924 1,866,679 ------------ ------------ CASH, END OF PERIOD $ 9,788,792 $ 2,504,834 ============ ============
VISIBLE GENETICS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED, UNITED STATES DOLLARS)
NINE MONTHS ENDED SEPTEMBER 30 1999 1998 ----------- ----------- Net loss for the period (18,473,440) (10,503,103) Other comprehensive income: Foreign currency translation adjustments (489,326) -- ----------- ----------- Comprehensive loss for the period (18,962,766) (10,503,103) ----------- -----------
VISIBLE GENETICS INC. CONSOLIDATED STATEMENTS OF DEFICIT (UNAUDITED, UNITED STATES DOLLARS)
NINE MONTHS ENDED SEPTEMBER 30 1999 1998 ----------- ----------- Deficit, beginning of year (34,151,257) (19,260,296) Net loss for the period (18,473,440) (10,503,103) Accretion of discount on convertible preferred stock (195,066) -- Accrual of dividend on convertible preferred stock (636,519) -- ----------- ----------- Deficit, end of the period (53,456,282) (29,763,399) ----------- -----------
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