-----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, EkuMXLf7udw/mEl91E/EqJJDq0zr/bGZ19xdfmo+sLD+LOXrx31o5+y0Z6vUWjg3 /EW0VpcjprUqzdT7wyVnmQ== 0000936392-98-001160.txt : 19980817 0000936392-98-001160.hdr.sgml : 19980817 ACCESSION NUMBER: 0000936392-98-001160 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYPRESS BIOSCIENCE INC CENTRAL INDEX KEY: 0000716054 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 222389839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-12943 FILM NUMBER: 98687333 BUSINESS ADDRESS: STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 2062989400 MAIL ADDRESS: STREET 1: 401 QUEEN ANNE AVE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 FORMER COMPANY: FORMER CONFORMED NAME: IMRE CORP DATE OF NAME CHANGE: 19920703 10-Q 1 FORM 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 1998, or [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ___________ to ___________ COMMISSION FILE NUMBER 0-12943 CYPRESS BIOSCIENCE, INC. (Exact Name of Registrant as specified in its charter) DELAWARE 22-2389839 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4350 EXECUTIVE DRIVE, SUITE 325, SAN DIEGO, CALIFORNIA 92121 (Address of principal executive offices) (zip code) (619) 452-2323 (Registrant's telephone number including area code) ---------------------------------- Indicate by check [X] whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] AT JULY 31, 1998, 39,030,120 SHARES OF COMMON STOCK OF THE REGISTRANT WERE OUTSTANDING. This filing, without exhibits, contains 14 pages. 2 TABLE OF CONTENTS
Page ---- PART I - FINANCIAL INFORMATION Item 1 - Consolidated Balance Sheets as of June 30, 1998 (unaudited) and December 31, 1997 .......................... 3 Consolidated Statements of Operations for the quarter and six months ended June 30, 1998 and 1997 (unaudited) .......................... 4 Consolidated Statements of Cash Flows for the six months ended June 30, 1998 and 1997 (unaudited) ...................... 5 Notes to Consolidated Financial Statements ....................................... 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 8 PART II - OTHER INFORMATION Item 4 - Submissions of Matters to a Vote of Security Holders............................... 12 Item 5 - Other Information.................................................................. 13 Item 6 - Exhibits and Reports on Form 8-K .................................................. 13 Signature .................................................................................. 14
2 3 CYPRESS BIOSCIENCE, INC. CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31, 1998 1997 ------------ ------------ (UNAUDITED (NOTE) ASSETS Current assets: Cash and cash equivalents $ 3,777,419 $ 7,541,320 Short-term investments 1,000,900 974,333 Accounts receivable: Trade 241,691 372,741 Other 250,821 140,487 Inventories 936,510 628,004 Prepaid expenses 175,728 114,382 ------------ ------------ Total current assets 6,383,069 9,771,267 Property and equipment, net 1,899,820 1,991,777 Restricted cash 58,783 -- Debt issuance costs, net 21,839 25,722 ------------ ------------ Total assets $ 8,363,511 $ 11,788,766 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 485,542 $ 530,132 Accrued compensation 147,771 175,929 Accrued liabilities 1,308,462 1,144,692 Current portion of capital lease obligations 9,570 4,286 ------------ ------------ Total current liabilities 1,951,345 1,855,039 Convertible debentures 400,000 400,000 Notes payable 23,783 -- Capital lease obligations, net of current portion 26,473 7,735 Commitments and contingencies Stockholders' equity: Common stock, $.02 par value; authorized 60,000,000 shares; issued and outstanding, 39,024,550 shares at June 30, 1998 and 38,545,808 shares at December 31, 1997 780,491 770,916 Additional paid-in capital 79,135,011 78,041,636 Deferred compensation (498,758) (504,315) Accumulated deficit (73,454,834) (68,782,245) ------------ ------------ Total stockholders' equity 5,961,910 9,525,992 ------------ ------------ Total liabilities and stockholders' equity $ 8,363,511 $ 11,788,766 ============ ============
See accompanying notes. Note: The balance sheet at December 31, 1997 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. 3 4 CYPRESS BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 1998 1997 1998 1997 ------------ ------------ ------------ ------------ Revenues: Product sales $ 491,416 $ 732,838 $ 989,770 $ 1,549,296 Grant income 153,671 62,270 204,235 93,904 ------------ ------------ ------------ ------------ 645,087 795,108 1,194,005 1,643,200 Costs and expenses: Production costs 419,372 360,687 770,188 962,021 Sales and marketing 471,999 437,776 752,561 752,942 Research and development 1,486,066 2,096,068 2,697,315 3,586,315 General and administrative 1,078,962 630,502 1,819,034 1,204,875 ------------ ------------ ------------ ------------ 3,456,399 3,525,033 6,039,098 6,506,153 ------------ ------------ ------------ ------------ Loss from operations (2,811,312) (2,729,925) (4,845,093) (4,862,953) Other income (expense): Interest income 78,984 102,359 188,340 205,165 Interest expense (7,251) (7,969) (15,836) (16,275) ------------ ------------ ------------ ------------ 71,733 94,390 172,504 188,890 ------------ ------------ ------------ ------------ Net loss $ (2,739,579) $ (2,635,535) $ (4,672,589) $ (4,674,063) ============ ============ ============ ============ Net loss per share $ (0.07) $ (0.08) $ (0.14) $ (0.12) ============ ============ ============ ============ Shares used in computing net loss per share 38,922,607 34,573,111 38,805,521 34,573,111 ============ ============ ============ ============
See accompanying notes. 4 5 CYPRESS BIOSCIENCE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1998 1997 ----------- ----------- OPERATING ACTIVITIES: Net loss $(4,672,589) $(4,674,063) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 292,858 209,582 Amortization of deferred compensation 200,425 228,263 (Gain) loss on disposal of property and equipment (6,610) 2,049 Common stock issued for services and expenses 109,206 -- Changes in operating assets and liabilities, net (258,114) 345,007 ----------- ----------- Net cash used in operating activities (4,334,824) (3,889,162) INVESTING ACTIVITIES: Purchase of equipment (165,626) (74,921) Restricted cash (58,783) -- Proceeds from sale of equipment 7,500 -- Short-term investments (26,567) (75,690) ----------- ----------- Net cash used in investing activities (243,476) (150,611) FINANCING ACTIVITIES: Net proceeds from exercise of stock options and warrants 798,876 -- Proceeds from notes payable 23,783 -- Payment of capital lease (8,260) (15,581) ----------- ----------- Net cash provided by (used in) financing activities 814,399 (15,581) NET DECREASE IN CASH AND CASH EQUIVALENTS (3,763,901) (4,055,354) Cash and cash equivalents at beginning of period 7,541,320 8,045,508 ----------- ----------- Cash and cash equivalents at end of period $ 3,777,419 $ 3,990,154 =========== ===========
See accompanying notes. 5 6 CYPRESS BIOSCIENCE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The accompanying consolidated financial statements have been prepared by Cypress Bioscience, Inc. (the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"), as outlined in the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the SEC. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. In the opinion of the Company's management, all adjustments necessary for a fair presentation of the accompanying unaudited financial statements are reflected herein. All such adjustments are normal and recurring in nature. Interim results are not necessarily indicative of results for the full year. For more complete financial information, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's 1997 Annual Report on Form 10-K filed with the SEC. 1. FORMATION AND BUSINESS OF THE COMPANY The Company researches, develops, manufactures and markets medical devices and therapeutics for the treatment of certain types of immune system disorders and is engaged in the development of novel therapeutic agents for the treatment of blood platelet disorders. The Company's first product, the Prosorba(R) column, a medical device, treats a patient's defective immune system so that it can more effectively respond to certain diseases. The Company received marketing approval from the U.S. Food and Drug Administration ("FDA") in December 1987 to distribute the Prosorba(R) column for the treatment of idiopathic thrombocytopenic purpura ("ITP"), an immune-mediated bleeding disorder. The Company is also developing Cyplex(R), a platelet alternative, previously known as Infusible Platelet Membranes ("IPM"), as an alternative to traditional platelet transfusions. In January 1998, the Company announced that its Phase III pivotal study of the Prosorba(R) column for use in the treatment of rheumatoid arthritis ("RA") was stopped. The study was halted based on the recommendation of an independent Data Safety and Monitoring Board after an analysis of the available data showed that the Prosorba(R) column had achieved both statistically significant efficacy and favorable safety results. In May 1998, the Company was notified by the FDA that its Premarket Approval Supplement ("PMA") for the Prosorba(R) column in the treatment of RA had been selected for "Special Review" status. In July 1998 the Company announced that it had completed its submission of the PMA with the FDA for the Prosorba(R) column. The PMA Supplement seeks to extend labeling to include severe RA on the basis of a pivotal Phase III clinical trial in RA that completed in January 1998. There can be no assurance that FDA approval of the Company's PMA supplement will be received and even if the FDA approval is received, there can be no assurance that the Company will be successful in marketing the Prosorba(R) column for the treatment of RA. Any such failure to successfully 6 7 market the Prosorba(R) column for use in the treatment of RA could have a material adverse effect on the Company's business. 2. INVENTORIES Inventories are comprised of the following:
June 30, 1998 December 31, 1997 ------------- ----------------- Raw materials and components $192,180 $166,714 Work in process 704,730 354,010 Finished goods 39,600 107,280 -------- -------- $936,510 $628,044 ======== ========
3. NET LOSS PER SHARE The computation of net loss per share is based on the weighted average number of shares of common stock outstanding for each period. Common stock equivalents related to options, warrants and convertible debentures are excluded, as their effect is antidilutive. 4. RECENTLY ISSUED ACCOUNTING STANDARDS On January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income" ("SFAS 130") and Statement of Financial Accounting Standards No. 131 "Segment Information" ("SFAS 131"). Comprehensive loss is not different from the net loss disclosed on the consolidated statements of operations. The adoption of SFAS 131 did not affect results of operations or financial position, and did not affect the disclosure of segment information because SFAS 131 is not required to be applied to interim financial statements in the initial year of adoption and the Company operates in a single business segment. 7 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Except for the historical information contained herein, the following discussion contains forward-looking statements within the meaning of Section 21E of the Exchange Act that involve risks and uncertainties. The Company's actual results could differ materially from those discussed below and elsewhere in this Report. Factors that could cause or contribute to such differences include, without limitation, those discussed in this section, as well as other sections of this report, and those discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. RESULTS OF OPERATIONS Revenues associated with shipments of the Company's Prosorba(R) column were approximately $491,000 and $733,000 for the quarters ended June 30, 1998 and 1997, respectively. The Company does not anticipate revenues to increase in the second half of the year over those reported in the first half. The decrease in sales is related to reassigning sales team personnel from hematology sales to pre-launch activities relating to the potential sale of the Prosorba(R) column in the RA market, and termination of the Company's ITP trial due to low enrollment. The Company believes pre-launch planning is critically important to the overall success of the Company and that its sales team's in-depth knowledge of the Prosorba(R) column makes them best equipped to perform this key function. The Company believes that the long-term benefits of the market intelligence gathered in connection with pre-launch planning activities for the RA market will outweigh any short-term reduction in revenues during 1998 relative to 1997. Total costs and expenses were approximately $3.5 million and $6.0 million for the quarter and six months ended June 30, 1998, respectively, compared to approximately $3.5 million and $6.5 million for the same periods in 1997. The decrease of approximately $467,000 for the six months ended June 30, 1998 compared to the same period of 1997 is primarily a result of a decrease in research and development expenses partially offset by an increase in general and administrative expenses as discussed below. Production costs were approximately $419,000 and $770,000 for the quarter and six months ended June 30, 1998, respectively, compared to approximately $361,000 and $962,000 for the same periods of 1997. The increase of approximately $59,000 for the quarter ended June 30, 1998 compared to 1997 is a result of an increase in the number of manufacturing personnel hired to prepare for facilities expansion related to the anticipated increase in production of the Prosorba(R) column. The decrease of approximately $192,000 for the six months ended June 30, 1998 compared to the same period of 1997 is due to costs incurred in the first three months of 1997 related to the consolidation of the Company's two manufacturing facilities into one. Management expects production costs to increase as miscellaneous expansion costs are incurred and production demands increase. Sales and marketing expenses for the quarter and six months ended June 30, 1998 have remained relatively unchanged compared to the same periods of 1997. This is a result of a reduction 8 9 in sales personnel and the corresponding decrease in salary related expenses in 1998 from 1997, offset by pre-market research activities conducted in connection with the potential entry of the Prosorba(R) column into the RA market. Management expects increasing sales and marketing expenses as pre-market activities continue and the effect of adding three director level marketing personnel in July and August 1998 is realized. Research and development (R&D) expenses were approximately $1.5 million and $2.7 million for the quarter and six months ended June 30, 1998, respectively, down from approximately $2.1 million and $3.6 million for the corresponding periods of 1997. The decrease in R&D expenses is a direct result of savings associated with the conclusion of the Company's RA trial in January 1998, nearly a year ahead of schedule, based on achieving favorable safety and statistically significant efficacy results on an intent-to-treat basis. Since stopping the trial, the Company has increased pre-market activities for RA and anticipates additional R&D expenses in preparation for the FDA Advisory Panel presentation. Other R&D expenses will support the Company's Phase II trial of its Cyplex(R) (Infusible Platelet Membranes) platelet alternative, as the Company is currently in the process of enrolling patients. General and administrative expenses were approximately $1.1 million and $1.8 million for the quarter and six months ended June 30, 1998, respectively, up from $631,000 and $1.2 million for the corresponding periods of 1997. The increase of approximately $448,000 and $614,000 for the quarter and six months, respectively, ended June 30, 1998 from the same periods of 1997 is primarily a result of an increase in personnel and professional services incurred, as well as costs incurred from the Company's Annual Meeting, which was held in June 1998 while in the previous year it was held in October. Although there was a total decrease in revenue of approximately $449,000 for the six months ended June 30, 1998 compared to the same period of 1997, net loss of approximately $4.7 million was relatively consistent between the periods. The consistent net loss was a result of a corresponding decrease in total costs and expenses of approximately $467,000 for the six months ended June 30, 1998 compared to 1997. LIQUIDITY AND CAPITAL RESOURCES The Company's working capital as of June 30, 1998 was approximately $4.4 million compared to $7.9 million at December 31, 1997. The decrease of approximately $3.5 million in working capital is attributable to cash used in funding the Company's day to day operations and conducting clinical trials, partially offset by cash proceeds received from stock options and warrants exercised. The Company expects to incur operating losses unless and until it obtains marketing approval from the FDA and successfully markets the Prosorba(R) column for additional disease indications, or until sales for its existing indication of ITP increase significantly, or until it obtains FDA approval for and successfully commercializes Cyplex(R). There can be no assurance that the Company will be able to obtain FDA approval to market the Prosorba(R) column for disease indications other than ITP and, if it does, whether the Company will be able to successfully market 9 10 the Prosorba(R) column for such indications, increase sales in the area of ITP or obtain FDA approval for, or be able to successfully commercialize, Cyplex(R). In January 1998, the Company announced that its Phase III pivotal study of the Prosorba(R) column for use in the treatment of RA was stopped. The study was halted based on the recommendation of an independent Data Safety and Monitoring Board after an analysis of the available data showed that the Prosorba(R) column had achieved both statistically significant efficacy and favorable safety results. In May 1998, the Company was notified by FDA that its PMA for the Prosorba(R) column in the treatment of RA had been selected for "Special Review" status. In July 1998 the Company announced that it had completed its submission of the PMA with the FDA for the Prosorba(R) column. The PMA Supplement seeks to extend labeling to include severe rheumatoid arthritis (RA) on the basis of a pivotal Phase III clinical trial in RA that completed in January 1998. There can be no assurance that FDA approval of the Company's PMA Supplement will be received and even if FDA approval is received, there can be no assurance that the Company will be successful in marketing the Prosorba(R) column for the treatment of RA. Any such failure to receive FDA approval or successfully market the Prosorba(R) column for use in the treatment of RA could have a material adverse effect on the Company's business. The Company expects that existing cash resources will be sufficient to fund operations through at least December 31, 1998. The Company is actively seeking opportunities to raise additional capital to fund the proposed commercial launch of the Prosorba(R) column for the treatment of RA, the development of new and the completion of existing research, additional clinical trials for the Prosorba(R) column for other indications, and the further development and marketing of Cyplex(R). To the extent the Company decides to develop products other than the Prosorba(R) column and Cyplex(R), it will be required to raise additional capital. The amount of capital required by the Company is dependent upon many factors, including the following: results of clinical trials, results of current research and development efforts, the FDA regulatory process and receiving FDA approval for the use of the Prosorba(R) column in the treatment of RA in a timely manner, the Company's ability to successfully market the Prosorba(R) column in the RA market, costs of commercialization of products and potential competitive and technological advances and levels of product sales. Because the Company is unable to predict the outcome of the foregoing factors, some of which are beyond the Company's control, the Company is unable to estimate with certainty its mid- to long-term capital needs. Although the Company may seek to raise additional capital through a combination of additional equity sources there can be no assurance the Company will be able to raise additional capital through such sources or the funds raised thereby will allow the Company to maintain its current and planned operations. If the Company is unable to obtain additional capital, it may be required to delay, scale back or eliminate some or all of its research and development and marketing activities, to license to third parties technologies that the Company would otherwise seek to develop itself, to seek financing through the debt market at potentially higher costs to the Company and/or to seek additional methods of financing. 10 11 IMPACT OF YEAR 2000 The "Year 2000 Issue" addresses the problems created by the fact that most computer software programs have been written using two digits, rather than four, to represent a specific year (e.g., "97" would represent 1997). Such date-sensitive software programs may recognize a date using "00" as the year 1900 rather than the year 2000, which might result in system failures or miscalculations causing a disruption in operations, including among others, temporary inability to process normal accounting transactions, send invoices or engage in similar normal business activities. In addition, to the extent a company distributes products containing date-sensitive computer programs, a company may incur substantial costs and time creating or modifying existing software programs, inventory and returned products. The Company has completed an assessment of the impact of the Year 2000 Issue on its internal and external operations, and had determined that it will be required to upgrade certain software programs it employs in the normal course of business, including its accounting application software and certain other administrative software. The total cost of the Year 2000 Issue project is estimated to be less than $50,000 and is estimated to be completed no later than December 31, 1998. The Company believes that the Year 2000 Issue will not have a material adverse effect on its operations or business. The cost of the Year 2000 Issue project and the date on which the Company believes it will complete the Year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources and other factors. However, there can be no guarantee that these estimates will be achieved and actual results could differ materially from those anticipated. Specific factors that might cause such material differences include, but are not limited to the availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer codes, and similar uncertainties. 11 12 PART II ITEM 4 - SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on June 30, 1998. (b) Jack Vaughn and Samuel D. Anderson were each elected as directors to serve until the 2001 annual meeting, or until such directors' earlier death, resignation or removal. The Company's Board of Directors is comprised of those individuals elected this year and the following directors completing the following terms: Debby Jo Blank, M.D. and Philip J. O'Reilly whose terms expire in 1999; Jay D. Kranzler, M.D., Ph.D., Richard M. Crooks, Jr. and David Golde, M.D., whose terms expire in 2000. (c) The following sets forth a brief description of each matter voted upon at the Annual Meeting and the results of the voting on each such matter: (1) For the election of the nominees as directors:
Withheld Authority or For Against ---------- ------- Jack Vaughn 31,107,825 162,448 Samuel D. Anderson 31,110,050 160,223
(2) To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to (i) effect, at any time prior to the 1999 Annual Meeting of Stockholders, a reverse stock split, whereby the Company would issue one (1) new share of Common Stock of the Company in exchange for between two (2) and four (4) shares of outstanding Common Stock and (ii) after giving effect to the aforesaid reverse stock split, establish the number of authorized shares of (A) Common Stock at 50,000,000 shares and (B) Preferred Stock at 15,000,000 shares;
For Against Abstained Non-votes --------------------- -------------------- -------------------- --------------------- 19,754,958 524,534 103,546 10,887,235
12 13 (3) To approve an amendment to the 1996 Equity Incentive Plan to increase the total number of shares of Common Stock authorized for issuance under such plan from 7,000,000 to 10,000,000 (without giving effect to the proposed reverse split discussed above);
For Against Abstained Non-votes --------------------- -------------------- -------------------- --------------------- 18,708,051 1,366,489 102,223 11,093,510
(4) To ratify the selection of Ernst & Young LLP as the Company's independent auditors for its fiscal year ending December 31, 1997:
For Against Abstained Non-votes --------------------- -------------------- -------------------- --------------------- 31,135,376 49,700 85,197 -
ITEM 5 - OTHER INFORMATION Pursuant to a recent change to the proxy rules, unless a stockholder who wishes to bring a matter before the stockholders at the Company's 1999 annual meeting of stockholders notifies the Company of such matter prior to April 4, 1999, management will have discretionary authority to vote all shares for which it has proxies in opposition to such matter. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1 Financial Data Schedule (b) Reports on Form 8-K None 13 14 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. Cypress Bioscience, Inc. August 14, 1997 /s/ Jay D. Kranzler - ---------------------------------- ------------------------------------ Date Jay D. Kranzler, M.D., Ph.D. Chief Executive Officer, Chief Scientific Officer and Chairman of the Board (Principal Executive Officer and Acting Principal Accounting and Financial Officer) 14 EX-27.1 2 EXHIBIT 27.1
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 1,000 6-MOS DEC-31-1998 APR-01-1998 JUN-30-1998 3,777 1,001 677 185 936 6,383 3,322 1,423 8,364 1,951 400 0 0 780 78,636 8,364 491 724 419 3,037 0 0 7 (2,740) 0 (2,740) 0 0 0 (2,740) (0.07) (0.07)
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