-----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, CfyM6KPSag6Y8ZaP8Jn+FUkHgD1tkZFdwUkSLmxVanPPeZE/JNM9Rb0Sw3qQXY9B w14b+MblgV/OU26zgQksyg== 0000950103-03-001500.txt : 20030724 0000950103-03-001500.hdr.sgml : 20030724 20030707105046 ACCESSION NUMBER: 0000950103-03-001500 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030703 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMCLONE SYSTEMS INC/DE CENTRAL INDEX KEY: 0000765258 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042834797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19612 FILM NUMBER: 03776268 BUSINESS ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2126451405 MAIL ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 8-K 1 jul0303_8k.htm IMCLONE 8-K



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
July 3, 2003

IMCLONE SYSTEMS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

   Delaware 0-19612 04-2834797
(State of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
     
  180 Varick Street, 6th Floor,  
  New York, New York 10014  
(Address, including zip code of Registrant’s principal executive offices)
     
Registrant’s telephone number, including area code: (212) 645-1405









Item 5.   Other Events

     On July 3, 2003, ImClone Systems Incorporated issued a press release announcing its financial results for the first quarter ended March 31, 2003 and the filing of its quarterly report on Form 10-Q. The text of the press release, which is attached as Exhibit 99.1, is incorporated by reference in its entirety.

Item 7.   Exhibits

   (c)   Exhibits

   99.1   Press Release dated July 3, 2003.

Item 12.   Results of Operations and Financial Conditions

     See Item 5, above.




SIGNATURE

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.

ImClone Systems Incorporated
     
     
By: /s/ Clifford R. Saffron
 
  Name: Clifford R. Saffron
  Title: Senior Vice President, Legal and
    General Counsel

Date: July 3, 2003





EXHIBIT INDEX

Exhibit No. Description
   
99.1 Press release dated July 3, 2003



EX-99.1 3 jul0303_ex9901.htm EXHIBIT 99.1

Exhibit 99.1


ImClone Systems Incorporated (ticker: IMCL, exchange: NASDAQ) News Release - 7/3/03


ImClone Systems Reports First Quarter 2003 Financial Results

NEW YORK–(BUSINESS WIRE)–July 3, 2003–ImClone Systems Incorporated (NASDAQ: IMCLE) announced today its financial results for the quarter ended March 31, 2003. Total revenues for the first quarter of 2003 were $19.6 million as compared with $18.6 million for the first quarter of 2002. Net loss was $34.8 million or $0.47 per common share for the first quarter of 2003, compared with a net loss of $30.1 million or $0.41 per common share for the same period in 2002.

Total operating expenses for the three months ended March 31, 2003 were $53.9 million as compared with $48.2 million for the first quarter of 2002. Research and development expenses for the three months ended March 31, 2003 were $46.7 million as compared with $37.8 million for the first quarter of 2002. Marketing, general and administrative expenses for the three months ended March 31, 2003 were $7.2 million as compared with $8.1 million for the first quarter of 2002.

The Company had $228.9 million in cash, cash equivalents and securities available for sale at March 31, 2003, compared with $247.7 million at December 31, 2002.

The Company believes that its existing cash on hand, marketable securities and amounts to which it is entitled under licenses and other agreements should enable it to maintain its current and planned operations through at least June 2004.

The NASDAQ Listing Qualifications Panel will notify the Company regarding the timing of the removal of the "E" attached to its trading symbol, which was added as a result of the Company's inability to timely file its 2002 Annual Report on Form 10-K and its First Quarter 2003 Quarterly Report on Form 10-Q. Once the "E" is removed, the trading symbol will revert back to "IMCL".

About ImClone Systems Incorporated

ImClone Systems Incorporated is committed to advancing oncology care by developing a portfolio of targeted biologic treatments, designed to address the medical needs of patients with a variety of cancers. The Company's three programs include growth factor blockers, angiogenesis inhibitors and cancer vaccines. ImClone Systems' strategy is to become a fully integrated biopharmaceutical company, taking its development programs from the research stage to the market. ImClone Systems' headquarters and research operations are located in New York City, with additional administration and manufacturing facilities in Somerville, New Jersey.

The matters discussed in this news release may include forward-looking statements which involve potential risks and uncertainties. Important factors that may cause actual results to differ materially include, but are not limited to, the risks and uncertainties associated with completing pre-clinical and clinical trials of the company's compounds that demonstrate such compounds' safety and effectiveness; manufacturing losses and risks associated therewith; obtaining additional financing to support the company's operations; obtaining and maintaining regulatory approval for such compounds and complying with other governmental regulations applicable to the company's business; obtaining the raw materials necessary in the development of such compounds; consummating and maintaining collaborative arrangements with corporate partners for product development; achieving milestones under collaborative arrangements with corporate partners; developing the capacity to manufacture, market and sell the company's products, either directly or with collaborative partners; developing market demand for and acceptance of such products; competing effectively with other pharmaceutical and biotechnological products; obtaining adequate reimbursement from third party payers; attracting and retaining key personnel; legal costs and the outcome of outstanding legal proceedings and investigations including but not limited to our investigations pertaining to withholding tax issues; avoiding delisting of our securities on the NASDAQ Stock Market; complying with covenants in the indenture for our Convertible Subordinated Note; obtaining patent protection for discoveries and risks associated with commercial limitations imposed by patents owned or controlled by third parties. The company






does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

(see attached tables)

IMCLONE SYSTEMS INCORPORATED
Condensed Consolidated Statement of Operations
(in thousands, except per share data)
(unaudited)

  Three Months Ended  
    March 31,  
    2003     2002  
 

 

 
Revenues $ 19,571   $ 18,551  
Operating expenses:            
   Research and development   46,687     37,778  
   Marketing, general and            
      administrative   7,154     8,123  
   Industrial Development Revenue            
      Bonds tax expense   33     25  
   Expenses associated with BMS            
      amended Commercial Agreement   -     2,250  
 

 

 
         Total operating expenses   53,874     48,176  
 

 

 
               Operating loss   (34,303 )   (29,625 )
 

 

 
Other:            
   Interest income   (1,438 )   (2,264 )
   Interest expense   2,223     3,493  
   Loss (gain) on securities and            
      investment   (379 )   (801 )
 

 

 
         Net interest and other            
            expense   406     428  
 

 

 
               Loss before income            
                  taxes   (34,709 )   (30,053 )
               Provision for income            
                  taxes   102     -  
 

 

 
               Net loss $ (34,811 ) $ (30,053 )
 

 

 
               Net loss per common            
                  share - basic and            
                  diluted $ (0.47 ) $ (0.41 )
 

 

 
Weighted average shares outstanding   73,653     73,307  
 

 

 






Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)

    March 31,     December 31,  
Assets   2003     2002  
 

 

 
Current assets:            
   Cash and cash equivalents $ 45,748   $ 72,877  
   Securities available for            
      sale   183,143     174,778  
   Current portion of            
      withholding tax assets   10,150     10,150  
   Other current assets   32,774     27,380  
 

 

 
         Total current assets   271,815     285,185  
             
Property and equipment, net   196,045     183,539  
Withholding tax assets   -     -  
Other assets   14,881     15,782  
 

 

 
         Total assets $ 482,741   $ 484,506  
 

 

 
Liabilities and Stockholders' Equity (Deficit)            
Current liabilities (excluding            
   deferred revenue and withholding            
   tax liability) $ 56,998   $ 68,768  
Withholding tax liability   34,311     38,811  
Deferred revenue   371,882     322,504  
Long-term obligations   240,050     240,052  
 

 

 
      Total liabilities   703,241     670,135  
             
Stockholders' deficit   (220,500 )   (185,629 )
 

 

 
      Total liabilities and stockholders' equity (deficit) $ 482,741   $ 484,506  
 

 

 
             
  CONTACT: ImClone Systems Incorporated
       Investors:
       Andrea F. Rabney, 646/638-5058
       or
       Stefania A. Bethlen, 646/638-5046
       The Abernathy MacGregor Group
       Media:
       Andrew Merrill or David Pitts
       212/371-5999
     
  SOURCE: ImClone Systems Incorporated
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