-----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, Uw+xb/EHdfex5UIGpaeiupZnQC+ZMMsMSMMKIPs3QF5gckfVx1cETUnng7a2M2dI Mob10ALyBAg6wDF3wG8rKw== 0000891618-98-004632.txt : 19981103 0000891618-98-004632.hdr.sgml : 19981103 ACCESSION NUMBER: 0000891618-98-004632 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980818 ITEM INFORMATION: FILED AS OF DATE: 19981102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLLAGEN AESTHETICS INC CENTRAL INDEX KEY: 0000021686 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 942300486 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-10640 FILM NUMBER: 98736467 BUSINESS ADDRESS: STREET 1: 2500 FABER PL CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4158560200 FORMER COMPANY: FORMER CONFORMED NAME: COLLAGEN CORP /DE DATE OF NAME CHANGE: 19920703 8-K/A 1 FORM 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: August 18, 1998 COLLAGEN AESTHETICS, INC. (Exact name of Registrant as specified in its charter) 0-10640 (Commission File Number) DELAWARE 94-2300486 (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) 1850 EMBARCADERO ROAD PALO ALTO, CA 94303 (Address of principal executive offices) (Zip code) (650) 856-0200 (Registrant's telephone number, including area code) 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a)(4) Item 7 on page 2 of the current report on Form 8-K dated August 18, 1998, is amended in its entirety to read as follows: -2- 3 COLLAGEN AESTHETICS, INC. DESCRIPTION OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The unaudited pro forma balance sheet as of June 30, 1998, and the unaudited pro forma statement of operations for the year ended June 30, 1998, and the related explanatory notes are presented to show the effects of the August 18, 1998 Spinoff of Cohesion Technologies, Inc. to Collagen Aesthetics, Inc. Shareholders (the "Spinoff") and activities under the Collagraft Supply Agreement and the Research and Development Agreement on the financial position and results of operations of Collagen Aesthetics, Inc. ("Collagen"), assuming that the Spinoff occurred on June 30, 1998, for purposes of the balance sheet and that the provisions of these agreements had been in place as of July 1, 1997, for the purposes of the statement of operations. The pro forma financial information is not necessarily indicative of the actual results that would have occurred had the contribution by Collagen and the Spinoff occurred on these dates or of the future results of operations and financial position of Collagen. The pro forma financial information gives effect to the adjustments set forth in the notes thereto. Management believes that the assumptions used in preparing the pro forma financial information provide a reasonable basis for presenting all of the significant effects of the Spinoff and related agreements, that the pro forma adjustments give appropriate effect to those assumptions and that the pro forma adjustments are properly applied in the pro forma financial information. This pro forma financial information should be read in conjunction with the consolidated financial statements and the related notes in Collagen's Annual Report on Form 10-K for the year ended June 30, 1998. F-1 4 COLLAGEN AESTHETICS, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET JUNE 30, 1998
Historical Spinoff Historical Pro forma (Before Spinoff) Adjustments (After Spinoff) Adjustments Pro Forma - -------------------------------------------------------------------------------------------------------------------------------- (In thousands, except share and per share amounts) ASSETS Current Assets: Cash and cash equivalents $ 7,916 $ (591) $ 7,325 $ -- $ 7,325 Short-term investments 8,011 (1,016) 6,995 -- 6,995 Accounts receivable, less allowance for doubtful accounts ($505 historical and $492 after spinoff and proforma adjustments) 13,764 (473) 13,291 -- 13,291 Inventories 12,101 (81) 12,020 -- 12,020 Inventories of discontinued operations, net 417 -- 417 -- 417 Receivable due from Cohesion -- 880 * 880 -- 880 Other current assets 11,016 (1,254) 9,762 -- 9,762 --------- --------- --------- --------- --------- Total current assets 53,225 (2,535) 50,690 50,690 Property and equipment, net 14,448 (2,072) 12,376 -- 12,376 Intangible assets, net 6,861 (1,184) 5,677 -- 5,677 Investment in Boston Scientific Corporation 73,979 (73,979) -- -- -- Investment in Innovasive Devices, Inc. 7,027 (7,027) -- -- -- Investment in Pharming, B.V. 7,010 (7,010) -- -- -- Loans to officers and employees 259 (208) 51 -- 51 Other investments and assets, net 3,530 (758) 4,085 -- 4,085 1,313 ** --------- --------- --------- --------- --------- $ 166,339 $ (93,460) $ 72,879 $ $ 72,879 ========= ========= ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,561 $ (792) $ 2,769 $ -- $ 2,769 Accrued compensation 4,749 (953) 3,796 -- 3,796 Accrued liabilities 14,020 (2,390) 11,630 -- 11,630 Income taxes payable 10,606 (300) 10,306 -- 10,306 Payable to Collagen Aesthetics, Inc. -- (880)* -- -- -- 880 * -- -- -- Liabilities of discontinued operations, net 781 -- 781 -- 781 --------- --------- --------- --------- --------- Total current liabilities 33,717 (4,435) 29,282 29,282 Long-term liabilities: Deferred income taxes 30,589 (31,902) 1,313** -- -- -- Other long-term liabilities 1,393 (21) 1,372 1,372 --------- --------- --------- --------- --------- Total long-term liabilities 31,982 (30,610) 1,372 -- 1,372 Stockholders' Equity Preferred stock, $.01 par value, authorized: 5,000,000 -- -- -- -- -- shares; none issued or outstanding Common shares, $.01 par value, authorized: 28,950,000 shares, issued: 10,937,830 shares, outstanding: 8,864,930 shares 109 -- 109 -- 109 Additional paid-in capital 69,619 (14,582)(1) 55,037 -- 55,037 Retained earnings 32,128 -- 32,128 -- 32,128 Accumulated translation adjustment (2,030) -- (2,030) -- (2,030) Unrealized gain on available-for-sale investments 43,833 (43,833) -- -- -- Treasury Stock, at cost, 2,072,900 shares (43,019) -- (43,019) -- (43,019) --------- --------- --------- --------- --------- Total stockholders' equity 100,640 (58,415) 42,225 -- 42,225 --------- --------- --------- --------- --------- $ 166,339 $ (93,460) $ 72,879 $ -- $ 72,879 ========= ========= ========= ========= ========= *Establishment/elimination of intercompany payable/receivable **Reclassification of deferred taxes The Accompanying Notes to Unaudited Pro Forma Consolidated Financial Information are an integral part of these statements.
F-2 5 COLLAGEN AESTHETICS, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended June 30, 1998 ------------------------------------------------------------------- Historical Spinoff Historical Pro Forma (Before Spinoff) Adjustments (After Spinoff) Adjustments Pro Forma - ----------------------------------------------------------------------------------------------------------------- (In thousands, except per share amounts) Revenues: Product sales $ 82,772 $ (2,043) $ 80,729 $ 740(2) $ 81,469 Costs and expenses: Cost of sales 23,958 (1,162) 22,796 692(2) 23,488 Selling, general and administrative 42,535 (5,526) 37,009 --- 37,009 Research and development 22,715 (16,251) 6,464 1,015(3) 7,479 Restructuring expense 1,541 --- 1,541 --- 1,541 Purchased in-process research and development 10,587 (10,587) --- --- --- --------- -------- --------- --------- ------- 101,336 (33,526) 67,810 1,707 69,517 --------- -------- --------- --------- ------- Income from operations (18,564) 31,483 12,919 (967) 11,952 Other income (expense): Net gain on investments, principally Boston Scientific Corporation 19,096 (19,096) --- --- Equity in losses of other affiliates (151) 9 (142) (142) Interest income 988 (332) 656 656 Interest expense (56) --- (56) (56) --------- -------- --------- --------- ------- Income before income taxes, minority interest and discontinued operations 1,313 12,064 13,377 (967) 12,410 Provision for income taxes 3,207 2,497 5,704 367(4) 5,337 Minority interest (16) --- (16) --- (16) --------- -------- --------- --------- ------- Income (loss) from continuing operations $(1,878) $ 9,567 $ 7,689 $(600) $ 7,089 ========= ======== ========= ========= ======= Income (loss) from continuing operations per share Basic: Continuing operations $ (0.21) $ 0.80 ========== ========== Income (loss) per share-Diluted: Continuing operations $ (0.21) $ 0.79 ========== ========== Shares used in calculating basic earnings (loss) per share 8,913 8,913 ========== ========== Shares used in calculating diluted earnings (loss) per share 8,913 9,006 ========== ========== The accompanying Notes to Unaudited Pro Forma Consolidated Financial Information are an integral part of these statements.
F-3 6 COLLAGEN AESTHETICS, INC. NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS The pro forma information presented is theoretical in nature and not necessarily indicative of the future results of operations or financial position of Collagen Aesthetics, Inc. ("Collagen") or the results of operations and financial position which would have resulted had Cohesion Technologies, Inc. ("Cohesion") been a stand-alone company during the periods presented. The pro forma financial information reflects activities under the Collagraft Supply Agreement and the Research and Development Agreement between Collagen and Cohesion. Pro forma Spinoff adjustments under the column "Spinoff Adjustments" reflect the separation of Cohesion and Collagen as if such separation had occurred as of June 30, 1998, for purposes of the balance sheet and as of July 1, 1997, for the purposes of the statement. PRO FORMA BALANCE SHEET ADJUSTMENTS 1. STOCKHOLDERS' EQUITY This adjustment had been made as if the Spinoff had occurred as of June 30, 1998. Pro Forma Statement of Operations Adjustments 2. PRODUCT SALES AND COST OF SALES These adjustments have been made to reflect the pricing under the Supply Agreements between Cohesion and Collagen as if such prospective arrangements had been in place during the periods presented. 3. RESEARCH AND DEVELOPMENT This adjustment has been made to research and development expense to reflect the reimbursement of project costs under the Recombinant Technology and Development License Agreement between Cohesion and Collagen as if such prospective arrangements had been in place during the periods presented. 4. INCOME TAXES This adjustment reflects the necessary change in the income tax provision that would occur if the Spinoff had occurred on July 1, 1997, considering all pro forma adjustments, (currently $367). F-4 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COLLAGEN AESTHETICS, INC. (Registrant) Date: November 2, 1998 By: /s/ Gary S. Petersmeyer ------------------------------------------- Gary S. Petersmeyer (President and Chief Executive Officer) -----END PRIVACY-ENHANCED MESSAGE-----