-----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, Qbo595FTvLYUr3UK4j9sscXuX6gw5j/yEfVrFgvme/CaCtEaTiYWF4wUsSvPMycE U/0LzAQJEv6ZtoCocd9BgA== 0000950144-98-009811.txt : 19980817 0000950144-98-009811.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950144-98-009811 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYTRX CORP CENTRAL INDEX KEY: 0000799698 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 581642740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15327 FILM NUMBER: 98687875 BUSINESS ADDRESS: STREET 1: 154 TECHNOLOGY PKWY STREET 2: TECHNOLOGY PARK/ATLANTA CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 4043689500 MAIL ADDRESS: STREET 1: 154 TECHNOLOGY PARKWAY CITY: NORCROSS STATE: GA ZIP: 30092 10-Q 1 CYTRX CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [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 0-15327 ------- CYTRX CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 58-1642740 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 154 Technology Parkway, Norcross, Georgia 30092 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (770) 368-9500 - -------------------------------------------------------------------------------- (Registrant's telephone number) Indicate by check mark 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 --- --- Number of shares of CytRx Corporation Common Stock, $.001 par value, issued and outstanding as of August 10, 1998: 7,670,871. 2 CYTRX CORPORATION Form 10-Q Table of Contents
Page ---- PART I. FINANCIAL INFORMATION Item 1 Financial Statements: Condensed Consolidated Balance Sheets as of June 30, 1998 (unaudited) and December 31, 1997 3 Condensed Consolidated Statements of Operations (unaudited) for the Three Month and Six Month Periods Ended June 30, 1998 and 1997 4 Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Month Periods Ended June 30, 1998 and 1997 5 Notes to Condensed Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 4 Results of Votes of Security Holders 12 Item 6 Exhibits and Reports on Form 8-K 13 SIGNATURES 13
2 3 Part I - FINANCIAL INFORMATION Item 1. - Financial Statements CYTRX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 1998 December 31, 1997 -------------- ----------------- ASSETS (unaudited) Current assets: Cash and cash equivalents $ 15,039,055 $ 5,895,008 Accounts receivable 220,775 1,917,013 Notes receivable 4,300,000 - Inventories 9,001 2,272,798 Other current assets 233,209 29,157 ------------ ------------ Total current assets 19,802,040 10,113,976 Property and equipment, net 257,456 4,713,586 Other assets: Long-term investments (restricted) - 5,326,647 Notes receivable, net of reserve - 400,000 Acquired developed technology, net 3,334,356 3,454,356 Other assets 790,351 897,430 ------------ ------------ Total other assets 4,124,707 10,078,433 ------------ ------------ Total assets $ 24,184,203 $ 24,905,995 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 326,797 $ 1,273,303 Accrued liabilities 576,366 1,599,628 Unearned revenue 275,353 166,187 ------------ ------------ Total current liabilities 1,178,516 3,039,118 6% Convertible debentures - 2,000,000 Minority interest in Vaxcel, Inc. 502,546 618,482 Commitments Stockholders' equity: Preferred stock, $.01 par value, 1,000 shares authorized, including 1000 shares of Series A Junior Participating Preferred Stock; no shares issued and outstanding - - Common stock, $.001 par value, 18,750,000 shares authorized; 8,217,249 and 7,986,441 shares issued at June 30, 1998 and December 31, 1997, respectively 8,217 7,986 Additional paid-in capital 66,374,323 65,793,491 Treasury stock, at cost (555,154 shares held at June 30, 1998 and December 31, 1997, respectively) (2,198,533) (2,198,533) Accumulated deficit (41,680,866) (44,354,549) ------------ ------------ Total stockholders' equity 22,503,141 19,248,395 ------------ ------------ Total liabilities and stockholders' equity $ 24,184,203 $ 24,905,995 ============ ============
See accompanying notes. 3 4 CYTRX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Month Period Ended June 30, Six Month Period Ended June 30, -------------------------------- ------------------------------- 1998 1997 1998 1997 ----------- ------------ ------------- ----------- Revenues: Net sales $ 254,751 $ 222,889 $ 472,716 $ 450,200 Interest income 289,632 219,738 433,482 463,753 Collaborative and grant income 453,144 13,322 469,627 105,989 Other 31,151 88,961 93,816 173,977 ----------- ----------- ----------- ----------- 1,028,678 544,910 1,469,641 1,193,919 Expenses: Cost of sales 47,347 62,462 111,885 140,165 Research and development 2,496,202 799,779 3,792,272 1,667,819 Selling, general and administrative 961,753 1,057,132 1,728,517 1,646,340 Acquired research and development -- 951,017 -- 951,017 ----------- ----------- ----------- ----------- 3,505,302 2,870,390 5,632,674 4,405,341 ----------- ----------- ----------- ----------- Loss from continuing operations before minority interest and extraordinary item (2,476,624) (2,325,480) (4,163,033) (3,211,422) Minority interest (52,680) (125,284) (115,936) (125,284) ----------- ----------- ----------- ----------- Loss from continuing operations before extraordinary item (2,423,944) (2,200,196) (4,047,097) (3,086,138) Income (loss) from discontinued operations 6,169,073 (63,096) 7,045,900 150,486 ----------- ----------- ----------- ----------- Income (loss) before extraordinary item 3,745,129 (2,263,292) 2,998,803 (2,935,652) Extraordinary item: Loss on early extinguishment of debt (203,923) -- (325,120) -- ----------- ----------- ----------- ----------- Net income (loss) $ 3,541,206 $(2,263,292) $ 2,673,683 $(2,935,652) =========== =========== =========== =========== Basic and diluted income (loss) per common share: Continuing operations $ (0.32) $ (0.30) $ (0.53) $ (0.42) Discontinued operations 0.81 (0.01) 0.93 0.02 Extraordinary item (0.03) -- (0.04) -- ----------- ----------- ----------- ----------- Net loss $ 0.46 $ (0.31) $ 0.35 $ (0.40) =========== =========== =========== =========== Basic and diluted weighted average shares outstanding 7,659,456 7,409,712 7,591,361 7,425,289
See accompanying notes. 4 5 CYTRX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Month Period Ended June 30, ------------------------------------- 1998 1997 ------------ ---------------- Cash flows from operating activities: Net income (loss) $ 2,673,683 $ (2,935,652) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization 324,743 324,659 Gain on sales of subsidiaries (7,115,008) - Gain on sale or real estate (409,454) - Extraordinary loss on early extinguishment of debt 325,120 - Charge for acquired research and development - 951,017 Minority interest in net loss (115,936) (125,284) Net change in assets and liabilities 1,057,378 (503,450) ------------ ------------ Total adjustments (5,933,157) 646,942 ------------ ------------ Net cash used by operating activities (3,259,474) (2,288,710) Cash flows from investing activities: Dcrease in short-term investments - 1,880,100 Decrease in long-term investments 5,326,647 5,096,353 Capital expenditures/retirements, net (39,641) (201,332) Net proceeds from sales of subsidiaries 4,464,688 - Net proceeds from sale of real estate 4,225,221 - Net cash paid for acquisition - (1,239,355) ------------ ------------ Net cash provided by investing activities 13,976,915 5,535,766 Cash flows from financing activities: Net proceeds from issuance of common stock 76,606 87,762 Redemption of debt (1,650,000) - Purchase of treasury stock - (176,864) ------------ ------------ Net cash used by financing activities (1,573,374) (89,102) ------------ ------------ Net increase in cash and cash equivalents 9,144,047 3,157,954 Cash and cash equivalents at beginning of period 5,895,008 1,604,003 ------------ ------------ Cash and cash equivalents at end of period $ 15,039,055 $ 4,761,957 ============ ============
See accompanying notes. 5 6 CYTRX CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 1998 (Unaudited) 1. DESCRIPTION OF COMPANY AND BASIS OF PRESENTATION CytRx Corporation ("CytRx") was founded in 1985 and is engaged in the development and commercialization of pharmaceutical-related products and services including human therapeutics focused on high-value critical-care therapies. CytRx's FLOCOR(TM), purified poloxamer 188, is being developed to treat acute sickle cell crisis and other vascular-occlusive diseases. In addition to its development work in human therapeutics, CytRx has created several operating subsidiaries to broaden the development of its technologies without losing focus on its core critical-care strategy. Vaxcel, Inc. ("Vaxcel") is developing delivery systems to enhance the effectiveness of vaccines. Before their divestiture by CytRx in February 1998 and April 1998, respectively (see Note 4), Proceutics, Inc. ("Proceutics") provided preclinical development services to the pharmaceutical industry and VetLife, Inc. ("VetLife") was engaged in marketing and distributing products to enhance North American beef cattle productivity. Reference herein to "the Company" includes CytRx and its majority-owned subsidiaries. The accompanying condensed consolidated financial statements at June 30, 1998 and for the three month and six month periods ended June 30, 1998 and 1997 include the accounts of CytRx together with those of its subsidiaries and are unaudited, but include all adjustments, consisting of normal recurring entries, which the Company's management believes to be necessary for a fair presentation of the periods presented. All significant intercompany transactions have been eliminated. Interim results are not necessarily indicative of results for a full year. The financial statements should be read in conjunction with the Company's audited financial statements in its Form 10-K for the year ended December 31, 1997. Certain prior year amounts have been reclassified to conform to the 1998 financial statement presentation. As more thoroughly discussed in Note 4, Proceutics and VetLife are presented as discontinued operations for all periods presented. 2. INVENTORIES Inventories at December 31, 1997 were comprised primarily of finished cattle growth promotant products related to the discontinued operations of VetLife. 6 7 3. 6% CONVERTIBLE DEBENTURES In October 1997, the Company privately placed with certain investors $2,000,000 of convertible notes (the "Debentures") maturing in October, 2001. In February and March 1998, $500,000 of the Debentures were converted into 204,104 shares of common stock. The provisions for conversion of the Debentures allow the Company, at its discretion, to disallow conversions below $4.00 per share by redeeming the amount attempted to be converted at a 10% premium. In February and May 1998, $1,500,000 of Debentures were redeemed by the Company. At June 30, 1998 there were no remaining outstanding Debentures. Total redemption premiums of $150,000 were paid to redeem the Debentures. In addition $175,000 of previously capitalized debt issue costs were written off. The redemption premiums and debt issue costs written off are reflected as an extraordinary item in the statement of operations as loss on early extinguishment of debt. 4. DISCONTINUED OPERATIONS Sale of Proceutics In February 1998, the Company consummated a sale of substantially all of the assets of Proceutics other than real estate to Oread Laboratories, Inc. ("Oread") for approximately $2.1 million. Proceutics retained its real estate assets consisting of a laboratory building which it leased to Oread. The laboratory building was subsequently sold in April 1998 (see Note 5). Net income (loss) associated with Proceutics included in income (loss) from discontinued operations were $366,000 and $1,363,000 for the three and six months ended June 30, 1998, as compared to $(219,000) and $(305,000) in 1997. A gain related to the sale of approximately $820,000 is included in income (loss) from discontinued operations for the six months ended June 30, 1998. Also included in income (loss) from discontinued operations for the three months ended June 30, 1998 is a $409,000 gain on the sale of Proceutics' real estate assets (see Note 5). A summary of the assets and liabilities of Proceutics which were sold, and which are included in the consolidated balance sheet at December 31, 1997 are as follows (in thousands): Current assets $ 721 Property and equipment, net 696 ------ Total assets $1,417 Total liabilities $ 228
Sale of VetLife In April 1998, CytRx and VetLife entered into an Acquisition Agreement with VetLife LLC ("VL LLC") pursuant to which VL LLC acquired substantially all of VetLife's assets for a total purchase price consisting of: (i) a cash payment of $3,500,000, subject to certain working capital adjustments, (ii) an unsecured, subordinated promissory note in the principal amount of $4,000,000 bearing interest at an annual rate of 12%, and (iii) certain contingent payments based on future sales of specified products of VL LLC and its affiliates that, if made in full, could total up to $5,500,000. The sale of the assets closed on the same day. The Company retained the $5.4 million in investments that were pledged to secure a letter of credit for VetLife. 7 8 Net income associated with the discontinued operations of VetLife included in income (loss) from discontinued operations was $5,802,000 and $5,683,000 for the three and six months ended June 30, 1998, as compared to $156,000 and $456,000 in 1997. A gain related to the sale of approximately $6,295,000 is included in income (loss) from discontinued operations for the three and six month periods ended June 30, 1998. A summary of the assets and liabilities of VetLife which were sold and which are included in the consolidated balance sheet at December 31, 1997 are as follows (in thousands): Current assets $ 3,695 Property and equipment, net 100 ------ Total assets $ 3,795 ====== Total liabilities $ 2,048 ======
5. SALE OF REAL ESTATE On May 11, 1998, CytRx and Proceutics consummated the sale of the two buildings owned by them at 150 and 154 Technology Parkway, Norcross, Georgia, to Alexandria Real Estate Equities, Inc. ("Alexandria") for $4,500,000. Under the terms of the Agreement, Proceutics' rights and obligations under the lease to Oread (See Note 4) were assigned to Alexandria, and CytRx leased the building at 154 Technology Parkway from Alexandria. The CytRx lease is for a period of ten years, with base annual rent of $148,500, escalating 4% annually. CytRx will also be responsible for all operating expenses for the property. The Company recorded a gain of $409,000 for the sale of the Proceutics building which was recognized during the second quarter. A gain of $271,000 in the sale/leaseback of the CytRx building will be deferred and amortized over the ten year lease. 8 9 Item 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources At June 30, 1998 the Company had cash and cash equivalents of $15 million and net assets of $22.5 million, compared to $5.9 million and $19.2 million, respectively, at December 31, 1997. Working capital totaled $18.6 million at June 30, 1998, compared to $7.1 million at December 31, 1997. At December 31, 1997 the Company also had $5.3 million in investments (classified as other assets in the accompanying balance sheets) held as collateral pursuant to a letter-of-credit arrangement which was dissolved in April 1998, thereby releasing the restriction on such investments. Management believes that cash and cash equivalents on hand, combined with interest income, operating revenues and the proceeds from the transactions discussed below, will be sufficient to satisfy the Company's projected liquidity and working capital needs through 1999, but it is likely that additional funding will be required to complete the necessary testing and data collection procedures prescribed by the U.S. Food and Drug Administration ("FDA") for the commercialization of any products for human use. Definitive statements as to the time required and costs involved in reaching certain objectives for the Company's products are difficult to project due to the uncertainties of the medical research field. Requirements could vary depending upon the results of research, competitive and technological developments, and the time and expense required for governmental approval of products, some of which factors are beyond management's control. CytRx anticipates that it may raise funds through equity offerings. Additional funding for research and development expenditures may be obtained through joint ventures and product licensing arrangements with other companies. During 1997 and 1998, the Company received federal government funding for certain research and development activities via several Small Business Innovative Research (SBIR) grants. Most recently, the Company received a grant from the U.S. Food and Drug Administration's Division of Orphan Drug Development to support CytRx's Phase III clinical trial of FLOCOR. This grant will provide approximately $400,000 over two years to help defray the overall costs of the study. The Company intends to continue to seek government assistance for its product development efforts. In February 1998, CytRx's wholly-owned subsidiary, Proceutics, Inc. consummated a sale of substantially all of its non-real estate assets to Oread Laboratories, Inc. ("Oread") for approximately $2.1 million. Proceutics retained its real estate assets and leased its building at 150 Technology Parkway to Oread. (See Note 4 to Financial Statements.) In May 1998, CytRx and Proceutics sold the two buildings owned by them at 150 and 154 Technology Parkway, Norcross, Georgia, to Alexandria Real Estate Equities, Inc. for $4,500,000. (See Note 5 to Financial Statements). 9 10 In April 1998, CytRx's wholly-owned subsidiary, VetLife, Inc. consummated a sale of substantially all of its assets related to its cattle marketing operations for approximately $7.5 million in cash and a note payable, plus contingent payments of up to an additional $5.5 million. (See Note 4 to Financial Statements). The Company also retained the $5.4 million in investments owned by VetLife that were pledged to secure a letter-of-credit. At December 31, 1997 the Company had net operating loss carryforwards for income tax purposes of approximately $44.6 million, which will expire in 2000 through 2012 if not utilized. The Company also has research and development credits available to reduce income taxes, if any, of approximately $1.1 million which will expire in 2000 through 2010 if not utilized. Based on an assessment of all available evidence including, but not limited to, the Company's limited operating history and lack of profitability, uncertainties of the commercial viability of the Company's technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a result, a 100% deferred tax valuation allowance has been recorded against these assets. Results of Operations The following table presents the breakdown of consolidated results of operations by operating unit for the three month and six month periods ended June 30, 1998 and 1997.
Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- (in thousands) 1998 1997 1998 1997 ---- ---- ---- ---- Continuing operations: CytRx* $(2,056) $(1,006) $(3,236) $(1,549) Vaxcel (421) (1,319) (927) (1,662) Minority interest 53 125 116 125 ------- ------- ------- ------- (2,424) (2,200) (4,047) (3,086) Discontinued operations: Proceutics*** 367 (219) 1,363 (305) VetLife** 5,802 156 5,683 455 ------- ------- ------- ------- 6,169 (63) 7,046 150 Extraordinary item (204) -- (325) -- ------- ------- ------- ------- Net income (loss) $ 3,541 $(2,263) $ 2,674 $(2,936) ======= ======= ======= =======
* Includes continuing operations of VetLife. ** Includes a $6,295,000 gain on the sale of VetLife's cattle marketing operations. *** Three month and six month periods include a $409,000 gain on the sale of real estate assets. Six month period also includes a $820,000 gain on the sale of the Proceutics business. 10 11 Consolidated net sales from continuing operations for the three month and six month periods ended June 30, 1998 were $255,000 and $473,000, respectively, as compared to $223,000 and $450,000, respectively, in 1997. Net sales consist primarily of sales of TiterMax(R) research adjuvant and of service revenues derived from the Company's small group of human resource professionals marketing their services under the name of Spectrum Recruitment Research ("Spectrum"). Cost of sales from continuing operations was $47,000 (18% of net sales) during the second quarter of 1998 as compared to $62,000 (28% of net sales) in 1997. For the six month period ended June 30 cost of sales was $112,000 (24% of net sales) in 1998 versus $140,000 (31% of net sales) in 1997. Fluctuations in cost of sales are due to the mix of sales between TiterMax and Spectrum, and to fluctuations in Spectrum's use of external consultants. Although the TiterMax and Spectrum operations are profitable, the Company is not dependent on the cash flow generated by these operations. Interest income was $290,000 and $433,000 during the three month and six month periods ended June 30, 1998 as compared to $220,000 and $464,000 for the same periods in 1997. Fluctuations in interest income generally correspond with changes in cash and investment balances. Collaborative and grant income was $453,000 and $469,000 during the three month and six month periods ended June 30, 1998 as compared to $13,000 and $106,000 for the same periods in 1997. Contributing to the increase for 1998 was a $200,000 grant from the Orphan Drug Product Development Division of the FDA to support the Company's Phase III clinical trial for FLOCOR. During the third quarter of 1997, the Company was also awarded three new federal grants which provide for total funding of $500,000 over a 12 month period. Research and development expenditures from continuing operations for the three month period ended June 30, 1998 were $2,496,000 as compared to $800,000 in 1997. For the six month period research and development expenditures totaled $3,792,000 as compared to $1,668,000 in 1997. Research and development expenditures increased in 1998 as a result of the Company's development activities for FLOCOR, including the initiation in March 1998 of a Phase III clinical trial. For the three and six month periods ended June 30, 1997, the Company recognized a $951,000 charge for acquired research and development as a result of Vaxcel's acquisition of Zynaxis, Inc. This charge is reported as a separate line item on the accompanying Statement of Operations. Selling, general and administrative expenses for the three month period ended June 30, 1998 were $962,000 as compared to $1,057,000 in 1997. For the six month period selling, general and administrative expenses totaled $1,729,000 as compared to $1,646,000 in 1997. Fluctuations in selling, general and administrative expenses are due to normal business activities. Management believes that inflation had no material impact on the Company's operations during the six month period ended June 30, 1998 or on the three year period ended December 31, 1997. For the three month and six month periods ended June 30, 1998, the Company reported an extraordinary loss on early extinguishment of debt of $204,000 and $325,000, respectively. This is a non-recurring item related to redemption of the Company's outstanding Debentures (see Note 3 to Financial Statements). Total redemption premiums of $150,000 were paid to redeem the Debentures and $175,000 of previously capitalized debt issue costs were written off. The above statements regarding the Company's plans and expectations for future financing are forward-looking statements that are subject to a number of risks and uncertainties. The Company's ability to obtain future financings through joint ventures, product licensing 11 12 arrangements, equity financings or otherwise is subject to market conditions and the Company's ability to identify parties that are willing and able to enter into such arrangements on terms that are satisfactory to the Company. There can be no assurance that the Company will be able to obtain future financing from these sources. Additionally, depending upon the outcome of the Company's fund raising efforts via its subsidiaries discussed above, the accompanying financial information may not necessarily be indicative of future operating results or future financial condition. PART II-- OTHER INFORMATION Item 4 Results of Votes of Security Holders At the Company's Annual Meeting of Stockholders held on June 10, 1998, the following members were elected to the Board of Directors:
Votes For Votes Withheld --------- -------------- Lyle A. Hohnke 6,573,068 159,145 Jack J. Luchese 6,575,414 156,799
In addition to the election of the above-named persons, the following individuals' terms of office continued after the meeting: Jack L. Bowman Raymond C. Carnahan, Jr. Max Link Herbert H. McDade, Jr. The following proposals were also submitted to the Company's Stockholders for approval:
Votes Abstained/ Votes For Votes Against Not Voted --------- ------------- --------- Approval of the Company's 1998 Long-Term Incentive Plan 1,342,775 488,353 39,135 Ratification of appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 1998 6,675,581 39,344 17,288
The nominees for election as directors were all elected. The proposals to approve the Company's 1998 Long-Term Incentive Plan and to ratify the selection of the Company's auditors received more than the number of votes required for their approval, and were adopted. 12 13 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description ------ ----------- 27.1 Financial Data Schedule (for SEC use only) 27.2 Financial Data Schedule (Restated 1997) (for SEC use only)
(b) Reports on Form 8-K On May 1, 1998, the Registrant filed a Current Report on Form 8-K related to the sale of substantially all the assets of VetLife, Inc. Included in this filing were the Registrant's financial statements as of December 31, 1997 and for the three years then ended, restated to reflect VetLife as a discontinued operation. This filing was amended on Form 8-K/A on June 19, 1998 and again on July 24, 1998. On May 26, 1998, the Registrant filed a Current Report on Form 8-K related to the sale of the real estate assets of Proceutics, Inc. and the sale/leaseback of the real estate assets of CytRx Corporation. This filing was amended on Form 8-K/A on June 19, 1998 and again on July 24, 1998. 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. CYTRX CORPORATION (Registrant) Date: August 14, 1998 By: /s/ Mark W. Reynolds --------------- -------------------------------------- Mark W. Reynolds Chief Financial Officer (Chief Accounting Officer and a duly authorized officer) 13 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1998 JUN-30-1998 15,039,055 0 4,520,775 0 9,001 19,802,040 977,940 720,484 24,184,203 1,178,516 0 0 0 8,217 22,494,924 24,184,203 472,716 1,469,641 111,885 111,885 5,520,789 0 24,374 (4,047,097) 0 (4,047,097) 7,045,900 (325,120) 0 2,673,683 .35 .35
EX-27.2 3 RESTATED FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1997 JUN-30-1997 4,761,957 8,393,008 2,524,930 0 11,045 15,858,872 7,294,804 2,345,307 25,075,412 2,663,936 0 0 0 7,966 21,667,825 25,075,412 450,200 1,193,919 140,165 140,165 4,265,176 0 0 (3,086,138) 0 (3,086,138) 150,486 0 0 (2,935,652) (.40) (.40)
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