-----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, TMjDTxruoYKIUJUaoj56VMDUZaWpW+B908pzAkdmxH8IoOGxxU+o3dvulGOfqnDl /m51H7VqT4FmgLjd3hNQWQ== 0001299933-10-001836.txt : 20100506 0001299933-10-001836.hdr.sgml : 20100506 20100506161649 ACCESSION NUMBER: 0001299933-10-001836 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100504 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100506 DATE AS OF CHANGE: 20100506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERMOGENESIS CORP CENTRAL INDEX KEY: 0000811212 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 943018487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-82900 FILM NUMBER: 10808344 BUSINESS ADDRESS: STREET 1: 2711 CITRUS ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 9168585100 MAIL ADDRESS: STREET 1: 2711 CITRUS ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 FORMER COMPANY: FORMER CONFORMED NAME: INSTA COOL INC OF NORTH AMERICA DATE OF NAME CHANGE: 19920703 8-K 1 htm_37487.htm LIVE FILING ThermoGenesis Corp. (Form: 8-K)  

 


UNITED STATES
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):   May 4, 2010

ThermoGenesis Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 333-82900 94-3018487
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2711 Citrus Rd., Rancho Cordova, California   95742
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   916-858-5100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

Item 2. On May 6, 2010, ThermoGenesis issued a press release announcing its results of operations and financial condition for the quarter ended March 31, 2010. The full text of the press release is set forth in Exhibit 99.1 attached to this report.





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2010, the Board of Directors of ThermoGenesis Corp. (the "Company") appointed Mr. David Carter as a new member of the Board of Directors of the Company. Mr. Carter is expected to be appointed to one or more committees of the Board at future meetings, but currently serves on no committee.

Mr. Carter currently serves as Chairman and Chief Executive Officer of Origen Therapeutics, a company developing immunotherapeutics and serves as director of two publicly traded healthcare companies, Immunogen, Inc., and Caliper Life Sciences.

Carter co-founded and served as Chairman and Chief Executive Officer of Xenogen, a publicly traded biotechnology company that merged into Caliper Life Sciences. He also served as Chairman, President and Chief Executive Officer of Somatix Therapy Corporation, and he was President and Chief Operating Officer of Northfield Laboratories, a publicly traded company developing hemoglobin based blood substitutes. He holds a B.A. in History and an M.B.A. in Management from Indiana University.

Mr. Carter will receive an annual board retainer of $24,000 paid quarterly. Mr. Carter will also be awarded an option to purchase 25,000 shares of the Company's common stock, which will vest in three equal installments on May 4, 2011, 2012 and 2013, and will receive $1,500 per board meeting attended.

Mr. Carter has not previously held any positions with the Company and there have been no related party transactions between Mr. Carter and the Company. Mr. Carter has no family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors or executive officers. There are no other arrangements or understandings with Mr. Carter with respect to his appointment as a director.

For more information, see the Press Release attached as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

99.1 Press release dated May 6, 2010, titled "ThermoGenesis Reports Fiscal 2010 Third Quarter Results".

99.2 Press release dated May 6, 2010, titled "ThermoGenesis Names Lead Healthcare Industry Executive David Carter to Board of Directors".






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 hereunto duly authorized.

         
    ThermoGenesis Corp.
          
May 6, 2010   By:   Matthew T. Plavan
       
        Name: Matthew T. Plavan
        Title: EVP, COO & CFO


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release dated May 6, 2010, titled "ThermoGenesis Reports Fiscal 2010 Third Quarter Results"
99.2
  Press release dated May 6, 2010, titled "ThermoGenesis Names Lead Healthcare Industry Executive David Carter to Board of Directors"
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

THERMOGENESIS REPORTS FISCAL 2010 THIRD QUARTER RESULTS

(RANCHO CORDOVA, CA), May 6, 2010—ThermoGenesis Corp. (NASDAQ: KOOL), a leading supplier of innovative products and services that process and store adult stem cells, today reported results for the third quarter and first nine months of fiscal 2010.

For the third quarter ended March 31, 2010, the Company reported total revenues of $4.8 million versus total revenues of $5.1 million in the third quarter a year ago and $6.0 million in the second quarter of fiscal 2010.

The Company recorded disposable revenues of $3.0 million in the third quarter of fiscal 2010, an increase over disposable revenues of $2.9 million in the third quarter a year ago and $3.5 million in the second quarter of fiscal 2010.

For the third quarter of fiscal 2010, ThermoGenesis reported a net loss of $1.4 million, or $0.02 per share, compared with a net loss of $1.1 million, or $0.02 per share, in the same period a year ago. The results for the third quarter of fiscal 2010 compare with a net loss of $1.5 million, or $0.03 per share, in the second quarter of fiscal 2010.

“Our results for the third quarter reflect lower-than-anticipated orders for our Res-Q and MXP products through Celling Technologies, our distributor serving the orthopedic market. In addition, we ended the quarter with approximately $600,000 in AXP bag set backorders, due to the transition to a new second source manufacturer, which is now up and running. We expect to fulfill these AXP bag set backorders during the fourth fiscal quarter. The Company also recorded lower-than-expected BioArchive sales. These three events, which occurred very late in the quarter, resulted in a shortfall of approximately $2 million in revenue,” Engle said.

“This impact to the third quarter has resulted in a shift in our plan to reach profitability by one quarter to the first quarter of fiscal 2011 as we now expect fourth quarter 2010 revenues will exceed $7 million, which should get us to break-even. We have a strong product backlog and the visibility of incoming orders. Additionally, we now have expanded AXP bag set production capacity and anticipated growth of our bone marrow offerings in both current and prospective markets through multiple new distribution channels,” Engle added.

For the first nine months of fiscal 2010, ThermoGenesis reported revenues of $15.9 million versus $15.8 million in the same period a year ago. Disposable revenues in the first nine months of fiscal 2010 were $9.6 million, a 14 percent increase over disposable revenues of $8.4 million in the same period a year ago. The Company reported a net loss of $5.0 million, or $0.09 per share, in the first nine months of fiscal 2010 versus a net loss of $5.5 million, or $0.10 per share, in the first nine months of fiscal 2009.

“Over the past 90 days, we have established significant underpinnings for the Company’s long-term growth strategy and we have completed five new and important distribution agreements during that time, including our new distribution agreement announced today with GE Healthcare for our Res-Q™60 BMC (Res-Q) product used to prepare cell concentrates from bone marrow. These five new agreements cover both our bone marrow and cord blood offerings and provide us expanded reach into new geographies as we continue to build momentum in regenerative medicine,” said J. Melville Engle, Chief Executive Officer of ThermoGenesis.

The previously announced distribution agreements include:

    An enhanced distribution agreement with GE Healthcare covering the AXP® AutoXpress™ (AXP) System.

    Exclusive, five-year agreement with Fenwal, Inc., to market the AXP and BioArchive® Systems for use in cord blood processing and storage in China, India and Japan.

    Distribution agreement covering the Res-Q and MXP™ MarrowXpress™ for bone marrow stem cell markets in India, Malaysia and Thailand with TotipotentSC.

    Agreement with CEI to market and distribute the Res-Q and MXP Systems in Mexico and Central and South American countries, including Brazil, Chile, Columbia, Costa Rica, Panama, Peru, Uruguay and Venezuela.

Company’s Conference Call and Webcast

Management will host a conference call today at 2:00 PM Pacific (5 PM Eastern) to review the fiscal 2010 third quarter and first nine months fiscal results.

         
Conference call details:
       
Dial-in (U.S.):
    1-800-860-2442  
Dial-in (International):
    1-412-858-4600  
Conference Name:
  “ThermoGenesis”

To listen to the audio webcast of the call during or after the event, please visit

http://www.thermogenesis.com/investors-webcasts-and-calls.aspx

An audio replay of the conference call will be available beginning approximately two hours after completion of the call for the following five business days

         
To access the replay:
       
Access number (U.S.):
    1-877-344-7529  
Access number (International):
    1-412-317-0088  
Conference ID#:
    385107  

1

THERMOGENESIS CORP.
Condensed Consolidated Balance Sheets
(Unaudited)

                 
    March 31,   June 30,
    2010   2009
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 5,134,000     $ 6,655,000  
Short term investments
    4,992,000       8,976,000  
Accounts receivable, net
    5,080,000       4,235,000  
Inventories
    5,459,000       5,233,000  
Other current assets
    208,000       662,000  
 
               
Total current assets
    20,873,000       25,761,000  
Equipment, net
    1,831,000       1,784,000  
Other assets
    188,000       110,000  
 
               
 
  $ 22,892,000     $ 27,655,000  
 
               
LIABILITIES AND STOCKHOLDER’S EQUITY
               
Current liabilities:
               
Accounts payable
  $ 2,290,000     $ 1,781,000  
Other current liabilities
    2,717,000       3,057,000  
 
               
Total current liabilities
    5,007,000       4,838,000  
Long-term liabilities
    34,000       363,000  
Stockholders’ equity
    17,851,000       22,454,000  
 
               
 
  $ 22,892,000     $ 27,655,000  
 
               

2

THERMOGENESIS CORP.
Condensed Consolidated Statements of Operations
(Unaudited)

                                 
    Three Months Ended   Nine Months Ended
    March 31,   March 31,
    2010   2009   2010   2009
Net revenues
  $ 4,764,000     $ 5,148,000     $ 15,912,000     $ 15,776,000  
Cost of revenues
    3,363,000       3,354,000       10,943,000       10,489,000  
 
                               
Gross profit
    1,401,000       1,794,000       4,969,000       5,287,000  
 
                               
Expenses:
                               
Selling, general and administrative
    1,722,000       1,917,000       5,975,000       7,037,000  
Research and development
    1,080,000       1,018,000       4,074,000       3,916,000  
 
                               
Total operating expenses
    2,802,000       2,935,000       10,049,000       10,953,000  
Interest and other income, net
    36,000       49,000       58,000       200,000  
 
                               
Net loss
    ($1,365,000 )     ($1,092,000 )     ($5,022,000 )     ($5,466,000 )
 
                               
Basic and diluted net loss per    common share
    ($0.02 )     ($0.02 )     ($0.09 )     ($0.10 )
 
                               
Shares used in computing per share    data
    56,092,960       56,092,960       56,092,960       56,049,627  
 
                               

3

THERMOGENESIS CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

                 
    Nine Months Ended
    March 31,
    2010   2009
Cash flows from operating activities:
               
Net loss
    ($5,022,000 )     ($5,466,000 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
    361,000       362,000  
Stock based compensation expense
    419,000       370,000  
Loss on impairment of equipment
    26,000        
Accretion of discount on short-term investments
    (2,000 )     (157,000 )
Net change in operating assets and liabilities:
               
Accounts receivable, net
    (782,000 )     1,027,000  
Inventories
    (391,000 )     (470,000 )
Other current assets
    454,000       76,000  
Other assets
    59,000       (447,000 )
Accounts payable
    509,000       (2,221,000 )
Accrued payroll and related expenses
    (437,000 )     133,000  
Deferred revenue
    (477,000 )     (503,000 )
Other current liabilities
    248,000       (123,000 )
 
               
Net cash used in operating activities
    (5,035,000 )     (7,419,000 )
 
               
Cash flows from investing activities:
               
Capital expenditures
    (469,000 )     (341,000 )
Purchase of investments
    (6,741,000 )     (16,981,000 )
Maturities of investments
    10,727,000       27,000,000  
 
               
Net cash provided by investing activities:
    3,517,000       9,678,000  
 
               
Cash flows from financing activities:
               
Payments on capital lease obligations
    (3,000 )     (11,000 )
 
               
Net cash used in financing activities
    (3,000 )     (11,000 )
 
               
Net (decrease)increase in cash and cash equivalents
    (1,521,000 )     2,248,000  
Cash and cash equivalents at beginning of period
    6,655,000       4,384,000  
 
               
Cash and cash equivalents at end of period
  $ 5,134,000     $ 6,632,000  
 
               

4

About ThermoGenesis Corp.

ThermoGenesis Corp. (www.thermogenesis.com) is a leader in developing and manufacturing automated blood processing systems and disposable products that enable the manufacture, preservation and delivery of cell and tissue therapy products. These products include:

  The BioArchive® System, an automated cryogenic device, is used by cord blood stem cell banks in more than 30 countries for cryopreserving and archiving cord blood stem cell units for transplant.

  AXP® AutoXpress™ Platform (AXP), a proprietary family of automated devices that includes the AXP and the MXP™ MarrowXpress™ and companion sterile blood processing disposables for harvesting stem cells in closed systems. The AXP device is used for the processing of cord blood. The MXP is used for the preparation of cell concentrates, including stem cells, from bone marrow aspirates in the laboratory setting.

  The Res-Q™ 60 BMC (Res-Q), a point-of-care system that is designed for the preparation of cell concentrates, including stem cells, from bone marrow aspirates.

  The CryoSeal® FS System, an automated device and companion sterile blood processing disposable, is used to prepare fibrin sealants from plasma in about an hour. The CryoSeal FS System is approved in the U.S. for liver resection surgeries. The CryoSeal FS System has received the CE-Mark which allows sales of the product throughout the European community.

This press release contains forward-looking statements, and such statements involve risks
and uncertainties that could cause actual outcomes to differ materially from those contemplated by
the forward-looking statements. Several factors, including timing of FDA approvals, changes in
customer forecasts, our failure to meet customers’ purchase order and quality requirements, supply
shortages, production delays, changes in the markets for customers’ products, introduction timing
and acceptance of our new products scheduled for fiscal year 2010, and introduction of competitive
products and other factors beyond our control, could result in a materially different revenue or
profitability outcome and/or in our failure to achieve the revenue levels we expect for fiscal
2010. A more complete description of these and other risks that could cause actual events to differ
from the outcomes predicted by our forward-looking statements is set forth under the caption “Risk
Factors” in our annual report on Form 10-K and other reports we file with the Securities and
Exchange Commission from time to time, and you should consider each of those factors when
evaluating the forward-looking statements.

ThermoGenesis Corp.
Web site: http://www.thermogenesis.com
Contact: Investor Relations
+1-916-858-5107, or
ir@thermogenesis.com

5 EX-99.2 3 exhibit2.htm EX-99.2 EX-99.2

THERMOGENESIS NAMES LEADING HEALTHCARE INDUSTRY EXECUTIVE
DAVID CARTER TO BOARD OF DIRECTORS

(RANCHO CORDOVA, CA), May 6, 2010—ThermoGenesis Corp. (NASDAQ: KOOL), a leading supplier of innovative products and services that process and store adult stem cells, said today that David W. Carter—who has decades of healthcare industry experience—has been named to the Company’s board of directors. His appointment brings the Company’s total number of directors to six.

Carter’s industry experience includes leadership positions at major cell therapy, medical device, blood product and biotechnology companies. He currently serves as Chairman and Chief Executive Officer of Origen Therapeutics, a company developing immuno-therapeutics, and serves as director of two publicly traded healthcare companies, Immunogen, Inc., and Caliper Life Sciences.

Carter co-founded and served as Chairman and Chief Executive Officer of Xenogen, a publicly traded biotechnology company that was later merged into Caliper Life Sciences. Prior to that he served as Chairman, President and Chief Executive Officer of Somatix Therapy Corporation, a publicly traded gene therapy company that was acquired by Cell Genesys, and was President and Chief Operating Officer of Northfield Laboratories, a publicly traded company developing hemoglobin blood substitutes.

Carter also held senior management positions with American Hospital Supply Corporation, Sybron Corporation and Esmark Corporation. He holds a B.A. in History and an M.B.A. in Management from Indiana University.

“A key objective for ThermoGenesis over the past year has been to enhance our board of directors and David’s appointment represents a major accomplishment in that regard. He has held leadership positions at various sized companies and possesses a proven track record of building value. David brings a breadth of experience and knowledge to our board that will be very helpful to the management team as we continue to grow the Company,” said J. Melville Engle, Chief Executive Officer of ThermoGenesis.

“Given my background in cell therapy and blood products, as well as running companies addressing significant growth opportunities, I am excited about joining the board of ThermoGenesis. The Company offers industry-leading solutions in the regenerative medicine sector. Mel and his management team have implemented a number of successful initiatives and have in place a viable strategy to grow the Company and achieve an improving financial performance,” Carter noted.

About ThermoGenesis Corp.

ThermoGenesis Corp. (www.thermogenesis.com) is a leader in developing and manufacturing automated blood processing systems and disposable products that enable the manufacture, preservation and delivery of cell and tissue therapy products. These products include:

  The BioArchive® System, an automated cryogenic device, is used by cord blood stem cell banks in more than 30 countries for cryopreserving and archiving cord blood stem cell units for transplant.

  AXP® AutoXpress™ Platform (AXP), a proprietary family of automated devices that includes the AXP and the MXP™ MarrowXpress™ and companion sterile blood processing disposables for harvesting stem cells in closed systems. The AXP device is used for the processing of cord blood. The MXP is used for the preparation of cell concentrates, including stem cells, from bone marrow aspirates in the laboratory setting.

  The Res-Q™ 60 BMC (Res-Q), a point-of-care system that is designed for the preparation of cell concentrates, including stem cells, from bone marrow aspirates.

  The CryoSeal® FS System, an automated device and companion sterile blood processing disposable, is used to prepare fibrin sealants from plasma in about an hour. The CryoSeal FS System is approved in the U.S. for liver resection surgeries. The CryoSeal FS System has received the CE-Mark which allows sales of the product throughout the European community.

This press release contains forward-looking statements, and such statements involve risks
and uncertainties that could cause actual outcomes to differ materially from those contemplated by
the forward-looking statements. Several factors, including timing of FDA approvals, changes in
customer forecasts, our failure to meet customers’ purchase order and quality requirements, supply
shortages, production delays, changes in the markets for customers’ products, introduction timing
and acceptance of our new products scheduled for fiscal year 2010, and introduction of competitive
products and other factors beyond our control, could result in a materially different revenue or
profitability outcome and/or in our failure to achieve the revenue levels we expect for fiscal
2010. A more complete description of these and other risks that could cause actual events to differ
from the outcomes predicted by our forward-looking statements is set forth under the caption “Risk
Factors” in our annual report on Form 10-K and other reports we file with the Securities and
Exchange Commission from time to time, and you should consider each of those factors when
evaluating the forward-looking statements.

ThermoGenesis Corp.
Web site: http://www.thermogenesis.com
Contact: Investor Relations
+1-916-858-5107, or
ir@thermogenesis.com

-----END PRIVACY-ENHANCED MESSAGE-----