-----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, AXmk2DmlCv73+cuAceOBYVkkLEaVwgNC3XCQ46NqOud889fbb7Wdx/luP7yvDxQD U8mbeN/6kQx7R0cNop5BOA== 0001005477-99-003069.txt : 20010524 0001005477-99-003069.hdr.sgml : 20010524 ACCESSION NUMBER: 0001005477-99-003069 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990707 FILED AS OF DATE: 19990707 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: 99660279 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 FORM 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 July, 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 July 7, 1999, Visible Genetics Inc. (the "Company") issued a press release announcing that, Richard T. Daly has been named President and Chief Executive Officer, succeeding founder John K. Stevens, Ph.D., who will remain Chairman of the Board. Mr. Daly, 49 years old, holds an MBA from The Harvard Business School and has 23 years of management experience in the health-care industry. Prior to joining VGI, Mr. Daly was President and Chief Executive Officer of Clinical Partners, Inc., an HIV disease-management company. Prior to his experience at Clinical Partners, Mr. Daly was President of Baxter Canada. In four years at Baxter Canada, Mr. Daly more than doubled revenue to US$300 million. In addition, VGI announced that it is revising its accounting treatment for certain international distribution and marketing agreements entered into in the first quarter of 1999. After consultation with its auditors, PriceWaterhouseCoopers LLP, VGI has reduced its previously announced first quarter 1999 sales by $1,255,000 and expects to recognize a portion of those sales in subsequent periods. Of this reduction, $324,000 has been accounted for on the basis of lease accounting and is expected to now be recognized as revenue over four years and $192,000 will be recognized on a cash received basis. In addition, $739,000 relates to two contracts the Company has, at its option, chosen to renegotiate. As a result of these changes, sales during the first quarter were reduced from $4,516,096 to $3,260,613; cost of sales were reduced from $2,365,282 to $2,150,472; and net loss and net loss per share were increased from $3,293,371 ($0.35 per share) to $4,334,044 ($0.46 per share). All amounts are in United States dollars. The revised financial statements reflecting these changes are attached. 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 that 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 prospectus dated January 4, 1999 and most recent Annual Report on Form 20-F. These forward-looking statements speak only as of the date hereof. VGI disclaims any intent or obligation to update these forward-looking statements. The Company hereby incorporates by reference the text of this Form 6-K but not the press release attached as Exhibit 1, into the Company's Registration Statements on Form F-3 (File Nos. 333-67607 and 333-68939). Exhibit 1. Press Release dated July 7, 1999 Visible Genetics Inc. Consolidated Balance Sheets (Unaudited, United States Dollars) March 31 December 31 1999 1998 Revised-See Note 1 ------------------ ------------ ASSETS Current assets Cash and cash equivalents $ 4,282,553 $ 6,165,924 Short-term investments 3,093,982 5,108,254 Trade receivables 4,529,830 4,770,796 Other receivables 1,314,251 1,445,820 Net investment in sales-type lease 217,369 -- Prepaid and deposits 299,709 233,072 Inventory 3,530,281 3,912,336 ------------ ------------ Total current assets 17,267,975 21,636,202 Other long-term assets 694,617 -- Fixed assets 4,136,769 3,877,163 Patents and licences 2,577,923 2,269,170 ------------ ------------ $ 24,677,284 $ 27,782,535 ============ ============ LIABILITIES Current liabilities Notes payable $ 7,869,967 $ 7,494,877 Accounts payable 3,353,233 3,985,103 Accrued liabilities 2,110,240 1,723,840 ------------ ------------ Total current liabilities 13,333,440 13,203,820 ------------ ------------ SHAREHOLDERS' EQUITY Share capital 47,820,045 46,412,685 Other equity 2,119,806 2,232,465 Cumulative translation adjustment (110,706) 84,822 Deficit (38,485,301) (34,151,257) ------------ ------------ 11,343,844 14,578,715 ------------ ------------ $ 24,677,284 $ 27,782,535 ============ ============ Visible Genetics Inc. Consolidated Statement of Operations (Unaudited, United States Dollars) Three months ended March 31 1999 1998 Revised-See Note 1 ------------------ ----------- Sales $ 3,260,613 $ 1,059,719 Cost of sales 2,150,472 809,771 ------------- ----------- Gross margin 1,110,141 249,948 Expenses Sales, general and administrative 3,163,728 2,188,259 Research and development 1,853,821 1,146,279 ------------- ----------- 5,017,549 3,334,538 ------------- ----------- Loss from operations before interest (3,907,408) (3,084,590) Interest income 113,650 82,071 Interest and financing expense 540,286 1,574 ------------- ----------- Net loss for the period $ (4,334,044) $(3,004,093) Weighted average number of common shares outstanding 9,410,845 7,261,097 ------------- ----------- Basic and fully diluted loss per share $ (0.46) $ (0.41) ============= =========== Visible Genetics Inc. Consolidated Statements of Cash Flows (Unaudited, United States Dollars)
Three months ended March 31 1999 1998 Revised-See Note 1 ------------------ ----------- Cash provided by (used in) Operating activities Net Loss for the period $ (4,334,044) $(3,004,093) Add: Items not involving cash - Depreciation 370,333 196,412 Amortization 66,831 43,876 Deferred compensation cost related to options granted -- 19,435 Non cash financing expense related to warrants granted 331,893 -- Foreign exchange 29,779 (16,667) Increase (decrease) from changes in - Trade receivables 3,730 241,285 Other receivables 131,569 (58,955) Net investment in sales-type lease (217,369) -- Prepaid and deposits (66,637) (63,720) Inventory 382,055 (638,070) Other long-term assets (694,617) -- Accounts payable (788,483) 601,735 Accured liabilities 386,400 (9,213) ------------ ----------- (4,398,560) (2,687,975) ============ =========== Financing activities Common shares issued, net of expenses 1,338,389 23,783 Other equity issuances 11,438 1,841 Short term borrowings -- 778,947 ------------ ----------- 1,349,827 804,571 ============ =========== Investing activities Marketable securities 2,014,272 3,997,728 Fixed assets (629,939) (851,095) Intangible assets (218,971) (81,012) ------------ ----------- 1,165,362 3,065,621 ============ =========== Increase (decrease) in cash during the period (1,883,371) 1,182,217 Cash, beginning of period 6,165,924 1,866,679 ------------ ----------- Cash, end of period $ 4,282,553 $ 3,048,896 ============ ===========
Visible Genetics Inc. Consolidated Statements of Comprehensive Loss (Unaudited, United States Dollars) Three months ended March 31 1999 1998 Revised-See Note 1 ------------------ ----------- Net loss for the period $ (4,334,044) $(3,004,093) Other comprehensive income: Foreign currency translation adjustments (195,528) (17,097) ------------ ----------- Comprehensive loss for the period $ (4,529,572) $(3,021,190) ------------ ----------- Visible Genetics Inc. Consolidated Statements of Deficit (Unaudited, United States Dollars) Three months ended March 31 1999 1998 Revised-See Note 1 ------------------ ------------ Deficit, beginning of year $ (34,151,257) $(19,260,296) Net loss for the period (4,334,044) (3,004,093) ------------- ------------ Deficit, end of the period $ (38,485,301) $(22,264,389) ------------- ------------ Note 1. - Visible Genetics Inc. (the "Company") has revised its accounting treatment for certain international distribution and marketing agreements entered into in the first quarter of 1999. The Company has reduced its previously announced first quarter 1999 sales by $1,255,483 and expects to recognize a portion of those sales in subsequent periods. Of this reduction, $324,483 has been accounted for on the basis of lease accounting and is expected to now be recognized as revenue over four years and $192,000 will be recognized on a cash received basis. In addition, $739,000 relates to two contracts the Company has, at its option, chosen to renegotiate. As a result of these changes, sales during the first quarter were reduced from $4,516,096 to $3,260,613; cost of sales were reduced from $2,365,282 to $2,150,472; and net loss and net loss per share were increased from $3,293,371 ($0.35 per share) to $4,334,044 ($0.46 per share). In addition, the Company identified certain reclassifications between accounts in the Balance Sheet and within the Statement of Cash Flows that were also adjusted to conform to the presentation adopted in the December 31, 1998 audited financial statements. 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: July 7, 1999 By: /s/ Jeffrey D. Sherman ---------------------------- Name: Jeffrey D. Sherman Title: Vice President, Finance and C.F.O. EX-1 2 PRESS RELEASE [LETTERHEAD OF VISIBLE GENETICS INC.] [LOGO] For Immediate Release Contacts: Richard T. Daly, (416) 813-3281 President & CEO, Visible Genetics Inc. Bruno Maruzzo (416) 813-3271 Investor Relations, Visible Genetics Inc. VISIBLE GENETICS NAMES RICHARD T. DALY PRESIDENT AND CEO AND ANNOUNCES REVISED FIRST QUARTER FINANCIAL RESULTS TORONTO, CANADA, July 7, 1999 - Visible Genetics Inc. (VGI; Nasdaq:VGIN) announced today that Richard T. Daly has been named President and Chief Executive Officer, succeeding founder John K. Stevens, Ph.D., who will remain Chairman of the Board. "Over the past year, VGI has begun the transition from an R&D-driven organization to a sales-and marketing-driven organization," said Dr. Stevens. "Dick's proven success in managing rapidly growing health-care companies is ideal for VGI at this time." Daly, 49 years old, holds an MBA from the Harvard Business School and has 23 years of management experience in the health-care industry. Prior to joining VGI, Daly was President and Chief Executive Officer of Clinical Partners, Inc., an HIV disease-management company. Prior to his experience at Clinical Partners, Daly was President of Baxter Canada. In four years at Baxter Canada, Daly more than doubled revenue to US$300 million. "VGI now has two key operating objectives: to obtain US FDA approval for the sale of its HIV genotyping kit to the clinical diagnostic market and to grow revenue and market share for that kit as rapidly as possible." In addition, Daly said, over the past several months, VGI has assembled a seasoned management team that will help ensure we achieve these objectives." The following executives have recently joined the company: Dean L. Winslow, M.D., Medical Director, who was formerly Director of Antiviral Research for Gilead Sciences; Steven A. Owings, Director of VGI's North American Business, who was formerly Director of Roche Diagnostic Systems' US Business Unit; and David S. Gibbons, Director of Product Management, who was formerly Senior Manager at Becton Dickinson Microbiology Systems. They join an experienced management team that, in addition to Mr. Daly, includes: Chalom Sayada, M.D., Vice President of European Business, who was formerly Marketing Director for Roche Diagnostic Systems European Business; James Dunn, Ph.D., Vice President of Technology, who was formerly a researcher at the National Cancer Institute of Canada; Robert Griffin, Vice President of Manufacturing, who was formerly manufacturing manager at Bombardier; and Richard Carroll, Ph.D., Vice President Development, who was formerly Senior Manager at Becton Dickinson. In addition, VGI has revised its accounting treatment for certain international distribution and marketing agreements entered into in the first quarter of 1999. After consultation with its auditors, PricewaterhouseCoopers LLP, VGI has reduced its previously announced first quarter 1999 sales by $1,255,483 and expects to recognize a portion of those sales in subsequent periods. Of this reduction, $324,483 has been accounted for on the basis of lease accounting and is expected to now be recognized as revenue over four years and $192,000 will be recognized on a cash received basis. In addition, $739,000 relates to two contracts the Company has, at its option, chosen to renegotiate. As a result of these changes, sales during the first quarter were reduced from $4,516,096 to $3,260,613; cost of sales were reduced from $2,365,282 to $2,150,472; and net loss and net loss per share were increased from $3,293,371 ($0.35 per share) to $4,334,044 ($0.46 per share). All amounts are in United States dollars. The revised financial statements reflecting these changes are attached. Dick Daly, CEO and Sheldon Inwentash, Director, will conduct a conference call today at 4:00 PM EDT to discuss the contents of this press release, followed by a question and answer period. Interested participants should call 1-800-273-9672 or 416-695-5806 10 minutes prior to the call and ask for the Visible Genetics conference call. Visible Genetics Inc. manufactures and markets high performance DNA sequencing systems and complete kits for the analysis of genes linked to disease. The Company's OpenGene(TM) System employs proprietary stratified DNA testing and single-tube, single-step sequencing methods to significantly reduce the time and cost involved in identifying clinically relevant genetic information. VGI is a leader in the emerging field of pharmacogenomics, which will use genetic information in the identification and analysis of genes in order to improve patient care and reduce healthcare costs This press release 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 that 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 prospectus dated January 4, 1999 and most recent Annual Report on Form 20-F. These forward-looking statements speak only as of the date hereof. VGI disclaims any intent or obligation to update these forward-looking statements. ### -----END PRIVACY-ENHANCED MESSAGE-----