-----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, Ba/I/2SbgV5INQPI2H6PVJi41dyiu5T832ZqEwTQyKh2Lxpf6/FwaWcXO5TY2mtF 4m6S4c9KR+pKVGZPACaawA== 0001017062-97-000032.txt : 19970115 0001017062-97-000032.hdr.sgml : 19970115 ACCESSION NUMBER: 0001017062-97-000032 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYCOGEN CORP CENTRAL INDEX KEY: 0000813742 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 953802654 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11643 FILM NUMBER: 97505485 BUSINESS ADDRESS: STREET 1: 5501 OBERLIN DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194538030 MAIL ADDRESS: STREET 1: 5501 OBERLIN DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 10-Q 1 FORM 10-Q FOR PERIOD ENDED 11/30/96 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 November 30, 1996 ----------------- 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: 0-15881 ------- MYCOGEN CORPORATION ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) California 95-3802654 ------------------------------- --------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5501 Oberlin Drive, San Diego, California 92121 ------------------------------------------ ---------------- (Address of principal executive offices) (Zip Code) (619) 453-8030 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 ---- ---- 30,789,844 shares of Common Stock were outstanding as of January 3, 1996. 1 PART 1-FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MYCOGEN CORPORATION INTERIM CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share data)
THREE MONTHS ENDED NOVEMBER 30, 1996 1995 ----------- ----------- (UNAUDITED) Net operating revenues.............................. $ 16,290 $ 12,049 Contract and other revenues: Unrelated parties................................. 1,216 896 Related party..................................... 1,194 675 ----------- ----------- Total revenues.................................. 18,700 13,620 ----------- ----------- Costs and expenses: Cost of operating revenues........................ 10,148 7,823 Selling, general and administrative............... 11,934 8,181 Research and development.......................... 4,909 4,579 Amortization of intangible assets................. 750 604 Equity in net loss of investees................... 1,326 - ----------- ----------- Total costs and expenses........................ 29,067 21,187 ----------- ----------- Operating loss...................................... (10,367) (7,567) Interest income and expense, net.................. 99 148 Exchange gain..................................... 40 7 ----------- ----------- Net loss............................................ (10,228) (7,412) Dividends on preferred stock........................ - (384) ----------- ----------- Net loss applicable to common shares................ $ (10,228) $ (7,796) =========== =========== Net loss per common share $ (.33) $ (.40) =========== =========== Weighted average number of shares 30,709 19,447 =========== ===========
See accompanying Notes to Interim Consolidated Condensed Financial Statements. 2 MYCOGEN CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in thousands, except par value data)
NOVEMBER 30, AUGUST 31, 1996 1996 (UNAUDITED) (NOTE) ASSETS ------------ ---------- Current assets: Cash and cash equivalents.......................... $ 16,231 $ 35,854 Securities available-for-sale...................... 12,055 32,184 Accounts and notes receivable, net of allowances... 26,735 30,700 Inventories........................................ 85,769 37,177 Prepaid expenses................................... 2,770 1,125 Other current assets............................... 3,131 755 ------------ ---------- Total current assets.............................. 146,691 137,795 Net property, plant and equipment................... 67,486 54,905 Net intangible assets............................... 34,163 22,581 Other assets........................................ 12,899 12,188 ------------ ---------- Total assets........................................ $ 261,239 $ 227,469 ============ ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings.............................. $ 22,480 $ 1,520 Accounts payable................................... 24,300 8,697 Accrued compensation and related taxes............. 7,770 6,755 Deferred revenues.................................. 20,535 12,101 Other current liabilities.......................... 6,271 11,974 ------------ ---------- Total current liabilities......................... 81,356 41,047 Long-term liabilities............................... 7,688 5,228 Stockholders' equity: Common stock, $.001 par value, 40,000,000 shares authorized; 30,753,723 and 30,678,537 shares issued and outstanding at November 30, 1996 and August 31, 1996, respectively................................. 31 31 Additional paid in capital.......................... 332,202 330,973 Deficit............................................. (160,038) (149,810) ------------ ---------- Total stockholders' equity........................ 172,195 181,194 ------------ ---------- Total liablities and stockholders' equity........... $ 261,239 $ 227,469 ============ ==========
Note: The balance sheet at August 31, 1996 has been derived from the audited financial statements at that date. See accompanying Notes to Interim Consolidated Condensed Financial Statements. 3 MYCOGEN CORPORATION INTERIM CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in thousands)
THREE MONTHS ENDED NOVEMBER 30, 1996 1995 ----------- ----------- (UNAUDITED) (UNAUDITED) Operating activities: Net loss............................................. $ (10,228) $ (7,412) Items which did not use cash: Depreciation........................................ 1,253 1,144 Amortization of intangible assets................... 750 587 Other expense not requiring cash.................... 451 455 Changes in operating assets and liabilities: Accounts and notes receivable....................... 10,812 14,378 Inventories......................................... (32,116) (13,334) Prepaid expenses.................................... (1,829) (495) Accounts payable.................................... 14,054 4,509 Deferred revenues................................... 8,435 1,455 Other current liabilities........................... (5,761) (1,073) ----------- ----------- Cash provided by (used in) operating activities.... (14,179) 214 ----------- ----------- Investing activities: Proceeds from sales of available-for-sale securities. 17,926 2,993 Proceeds from maturities of available-for-sale securities.......................................... 2,361 291 Capital expenditures................................. (6,685) (812) Net cash paid for business combinations.............. (29,890) - Change in intangibles and other assets............... (652) (472) ----------- ----------- Cash provided by (used in) investing activities.... (16,940) 2,000 ----------- ----------- Financing activities: Net change in short-term borrowings.................. 10,782 6,000 Payments on long-term borrowings..................... (85) (110) Proceeds from sale of common stock................... 749 782 ----------- ----------- Cash provided by financing activities.............. 11,446 6,672 ----------- ----------- Effect of exchange rate changes on cash and cash equivalents.......................................... 50 63 ----------- ----------- Increase (decrease) in cash and cash equivalents...... (19,623) 8,949 Cash and cash equivalents at beginning of period...... 35,854 5,687 ----------- ----------- Cash and cash equivalents at end of period............ $ 16,231 $ 14,636 =========== ===========
See accompanying Notes to Interim Consolidated Financial Statements. 4 PART I - FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements (continued). MYCOGEN CORPORATION ------------------- NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS General - ------- The accompanying financial statements include the accounts of Mycogen Corporation, its wholly-owned subsidiaries and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The interim financial statements have been prepared by the Company, without audit, according to the rules and regulations of the Securities and Exchange Commission. 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 such rules and regulations. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (which include only normal recurring adjustments) necessary to state fairly the financial position, results of operations and cash flows as of and for the periods indicated. It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Annual Report and Form 10-K of the Company for the fiscal year ended August 31, 1996. The Company's business is highly seasonal. Operating revenues are expected to be concentrated principally in the quarters ending in February and May as a result of the North American agricultural growing season. Consequently, operating revenues and results of operations for the three months ended November 30, 1996 are not indicative of operating revenues and results to be expected for a full fiscal year. Acquisition of Morgan Seeds - --------------------------- In September 1996, the Company purchased all of the stock of Santa Ursula S.A.A.I.C. e I. ("Morgan Seeds"), the third largest seed company in Argentina, for $27 million in cash. Morgan Seeds' principal products are corn and sunflower planting seed. The acquisition of Morgan Seeds was accounted for as a purchase and, accordingly, the assets and liabilities of Morgan Seeds are included in the Consolidated Balance Sheet as of November 30, 1996. The purchase price allocation is an estimate that is subject to final adjustments which are not expected to be material. The following consolidated, pro forma, unaudited summary of operations data for the three months ended November 30, 1996 and 1995 assumes that the acquisition occurred on September 1, 1996 and 1995, respectively.
Three months ended November 30, ------------------------------- (In thousands, except per share data) 1996 1995 -------------- ------------ Total revenues $ 20,318 $ 19,063 Net income (loss) applicable to common shares $ (10,210) $ (6,766) Net income (loss) per common share $ (.33) $ (.35)
5 These pro forma results may not be indicative of the results of operations that would have been reported if the transactions had occurred on the dates indicated, or which may be reported in the future. Supplemental Schedule of Non-Cash Investing and Financing Activities - -------------------------------------------------------------------- Non-cash investing and financing activities are as follows: In conjunction with the acquisition of Morgan Seeds and the purchase of the Lubrizol Corporation's ("Lubrizol") SVO high oleic operations, non-cash investing and financing activities were allocated as follows:
Three months ended November 30, ------------------------------- (In thousands) 1996 1995 ----------- ---------- Business acquisitions: Fair value of assets acquired, other than cash $ 45,286 $ - Liabilities assumed (15,396) - ----------- ---------- Net cash paid for acquisitions $ 29,890 $ - =========== ==========
Other non-cash investing and financing activities are as follows:
Three months ended November 30, ------------------------------- (In thousands) 1996 1995 ----------- ---------- Dividends on preferred stock $ - $ 384 =========== ==========
Inventories - ----------- Inventories are comprised of:
November 30, 1996 August 31, 1996 ----------------- --------------- (In thousands) Raw materials and supplies $ 4,909 $ 3,819 Work in process 31,979 10,810 Finished goods 48,881 22,548 ------------ ----------- Total $ 85,769 $ 37,177 ============ ===========
Accumulated Depreciation and Amortization - ----------------------------------------- Accumulated depreciation of property, plant and equipment was $18.5 million and $17.3 million at November 30, 1996 and August 31, 1996, respectively. Accumulated amortization of intangible assets was $9.7 million and $9.0 million at November 30, 1996 and August 31, 1996, respectively. 6 Income Taxes - ------------ No provision for income tax is recognized for the three months ended November 30, 1996 since the Company anticipates that the effective tax rate for the year ending August 31, 1997 will be zero due to the available net operating loss carryforwards. Net Loss Per Common Share - ------------------------- Net loss per common share for the three months ended November 30, 1996 is determined by dividing the net loss by the weighted average number of common shares outstanding during the respective period. The dilutive effect of common shares issuable under stock options was less than 3% and was not included in the computation of primary earnings per share. Subsequent Event - ---------------- In December 1996, the Company exchanged its ownership interest in two European subsidiaries, Mycogen S.A. and Mycogen SRL and $2.1 million in cash for an 18.75% ownership interest in Verneuil Holding, S.A. ("Verneuil"). The European subsidiaries fiscal 1997 operating results are reported in the Consolidated Statements of Operations as equity in net loss of investees. 7 PART I - FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. RESULTS OF OPERATIONS ACQUISITIONS In September 1996, the Company acquired all of the shares of common stock of Morgan Seeds. The assets and liabilities of Morgan Seeds are included in the Consolidated Balance Sheet at November 30, 1996 and the results of operations from the acquisition date are reflected in the Company's Consolidated Statements of Operations. In September 1996, the Company acquired Lubrizol's technology and assets relating to specialty sunflowers, including high oleic sunflowers, as well as technology and assets relating to high oleic and high erucic rapeseed for $7.6 million. In a related transaction, the Company entered into a supply agreement with AC Humko whereby the Company will produce crude high oleic sunflower oil exclusively for AC Humko in North America. SEASONALITY The Company's businesses are highly seasonal as described in each segment summary. Revenues, expenses and losses for the three months ended November 30 are not indicative of the revenues, expenses and income or loss to be expected for a full fiscal year. SUMMARY Mycogen develops and markets value-added planting seeds for major agricultural crops and environmentally compatible biopesticide products and provides crop protection services to control pests and improve food and fiber production. The Company is organized into two business units, Seed and Crop Protection. Varying climatic conditions can shift revenues between quarters. Operating revenues and seed costs are impacted by weather. Weather can influence pest populations, the effectiveness of pesticides and seeds, seed production yields, commodity prices, growers' planting decisions and other factors affecting revenues and costs. Operating revenues also depend on a number of other factors, including market acceptance of products, competition and U.S. and foreign government policies that affect crop acreage and farm income. Planted acreage is a key factor in determining volumes of seed, crop protection services and biopesticide products purchased by growers. Weather, competition, regulation and other external factors may affect Mycogen's ability to increase operating revenues and achieve profitability. The Company must also continue to invest in the commercialization of existing products and in discovery and development of new products, so the trend in losses from operations may continue if revenues do not increase. SEGMENT OPERATING REVENUES AND OPERATING LOSS
Three months ended November 30, (In thousands) 1996 1995 ------------ ---------- Operating Revenues Seed $ 6,902 $ 1,126 Crop Protection 9,388 10,923 ------------ ---------- Total Operating Revenues $ 16,290 $ 12,049 ============ ==========
8
Three months ended November 30, Operating Income (Loss) 1996 1995 ------------ ---------- Seed $ (9,732) $ (7,635) Crop Protection 483 336 Corporate (1,118) (268) ------------ ---------- Total Operating Loss $ (10,367) $ (7,567) ============ ==========
SEED SEGMENT OPERATING REVENUES: Seed operating revenues increased $5.8 million primarily due to the acquisitions of Morgan Seeds and other seed and oil sales in Argentina. The majority of Seed operating revenues are recorded during the second and third fiscal quarters. OPERATING LOSS: First quarter Seed operating losses increased $2.1 million from last year's first quarter. The increase in operating losses is due to higher selling and marketing expenses attributable to the acquisition of UAS and expanded technical services support, and higher legal costs incurred to enforce the Company's intellectual property rights. The increase in costs were partially offset by higher gross profits of $2.4 million due to higher operating revenues and higher contract and other revenues of $.9 million due primarily to contract and royalty agreements with Pioneer Hi-Bred International, Inc. The Company currently is a party to seven separate litigations arising out of disputes over patent and license rights for insect resistance and herbicide tolerance technology in plants. The Company will continue to assert and enforce its positions in these matters, and therefore, will continue to incur significant legal expenses. CROP PROTECTION SEGMENT OPERATING REVENUES: First quarter Crop Protection operating revenues decreased $1.5 million to $9.4 million for the three months ended November 30, 1996 compared to the same period last year. Soilserv sales decreased $.8 million due to fewer aerial applications resulting from lower insect pressure. Lower sales of MVP(R) powder to Kubota accounted for the remainder of the decline. The majority of Crop Protection revenues are recorded during the third and fourth fiscal quarters. OPERATING INCOME: Crop Protection operating profits increased $.1 million in the first fiscal quarter 1997 compared to 1996. Lower research and development, selling, general and administrative expenses resulting primarily from headcount and expense reductions were offset by lower gross profits due to the decrease in operating revenues. 9 CORPORATE SEGMENT Corporate operating losses increased $.9 million for the three months ended November 30, 1996 compared to the same period last fiscal year as the Company reallocated certain administrative and research resources from the segments to pursue corporate activities. LIQUIDITY AND CAPITAL RESOURCES The Company's cash, cash equivalents and securities available-for-sale decreased by $39.8 million to $28.3 million during the three months ended November 30, 1996. The acquisition of Morgan Seeds and Lubrizol's remaining interest in oil seed technology and certain related assets accounted for $29.9 million of this decrease. Cash used for operating activities of $14.2 million, repayment of $6.2 million of debt acquired with the acquisition of Morgan Seeds and capital expenditures of $3.7 million also contributed to the decrease. Proceeds of $14.5 million from the Company's bank line of credit facility offset a portion of these expenditures. The Company has a $40 million bank line of credit facility, which expires November 30, 1997, to fund portions of its seasonal working capital needs, of which $23.4 million was unused at November 30, 1996. During the first quarter, the Company invested $2.6 million to upgrade seed production facilities and to add seed production capacity and expects to invest another $18.7 million during the remainder of fiscal 1997. During the first quarter, the Company invested $3.1 million for completion of Mycogen Seeds' new headquarters. Other capital expenditures are expected to total $7 million during fiscal 1997. The Company is involved in various actions related to its patent positions and plans to continue to spend resources as required to enforce its intellectual property rights. The Company's success will depend in part on its ability to obtain U.S. and foreign patent protection for its products. To date, Mycogen has obtained numerous patents and has filed a large number of patent applications in the United States and foreign jurisdictions relating to the Company's technology. There can be no assurance that issued patent claims will be sufficient to protect the Company's technology. The commercial success of the Company also will depend in part on the Company's ability to avoid infringing patents issued to competitors. If licenses are required, there can be no assurance that the Company will be able to obtain such licenses on commercially favorable terms, if at all. Litigation, which can result in substantial cost to the Company, may also be necessary to enforce the Company's intellectual property rights or to determine the scope and validity of third- party proprietary rights. The Company anticipates that its current cash position, revenue from operations and contract and other revenues, and funds from its existing line of credit will be sufficient to finance working capital and capital requirements for the immediate future. However, the Company's capital requirements may vary as a result of competitive and technological developments, the timing of regulatory approval for new products and the terms and conditions of any future strategic transactions. If such requirements change, the Company may need to raise additional capital. However, there can be no assurance that the Company can raise additional capital under favorable terms, if at all. 10 PART II - OTHER INFORMATION Item 3. Legal Proceedings On May 19, 1995, Mycogen's subsidiary, Mycogen Plant Science, Inc. ("MPSI"), filed suit in Federal District Court in San Diego, California, claiming that Monsanto Company's ("Monsanto") use of synthetic Bacillus thuringiensis ("Bt") genes to develop and sell seeds for insect-resistant plants infringes Mycogen's U.S. patent covering the process used to synthesize Bt genes. Certain claims within that suit were dismissed by the court in 1995, and others still are pending. On October 31, 1995, Plant Genetic Systems NV ("PGS") filed suit in the Central District of North Carolina, claiming that Bt corn seed products developed by Mycogen and Ciba Seeds infringe PGS's U.S. patent covering plants containing truncated Bt genes. On August 13, 1996, PGS amended its lawsuit against Mycogen by adding newly issued patent 5,545,565 relating to the truncated Bt(2) gene sequence. On March 19, 1996, Monsanto filed suit in Federal District Court in Wilmington, Delaware, claiming that Mycogen's and Ciba Seeds' Bt corn products infringe Monsanto's U.S. patent covering a modified Bt DNA sequence used to make plants insect-resistant. On April 3, 1996, the California Court of Appeal, Fourth Appellate District, reversed a San Diego County Superior Court ruling in a case brought by MPSI against Monsanto in December 1993, and affirmed that MPSI is entitled to exercise options to license certain herbicide tolerance and insect resistance technology for plants from Monsanto. On May 8, 1996, Mycogen filed suit in Superior Court in San Diego, seeking actual and punitive damages for breach of contract and interference with Mycogen's seed business as a result of Monsanto's refusal to honor a contract to license certain herbicide tolerance and insect resistance technology to Mycogen Seeds. On April 30, 1996, DeKalb filed suit in Federal District Court in Rockford, Illinois, claiming that Mycogen's and Ciba Seeds' Bt seed corn products infringe DeKalb's patents covering Bt insect resistance and glufosinate herbicide tolerance in corn. On May 1, 1996, Mycogen Seeds filed a declaratory judgment action in Federal District Court in San Diego, stating that its Bt seed corn does not infringe DeKalb's patents. That case was transferred to Rockford, Illinois, for consolidation with the DeKalb lawsuits against Mycogen. On July 23, 1996, DeKalb filed suit in Rockford, Illinois, against Mycogen and Ciba Seeds for infringement of US Patents 5,538,877 and 5,538,880 relating to insect resistant and herbicide resistant corn. On August 27, 1996, DeKalb amended its July 23rd lawsuit to add newly issued patent 5,550,318. On August 15, 1996, MPSI filed in Federal District Court in Wilmington, Delaware, an action to reverse a ruling of the Board of Patent Appeals and Interferences that a Monsanto patent application does not have claims covering the same invention as a patent application filed by MPSI. Both patents relate to the use of truncated Bt genes. On October 22, 1996, Mycogen filed suit in Federal District Court in Wilmington, Delaware, claiming that insect-resistant seed products developed and marketed by Monsanto, DeKalb and Delta & Pine Land Company ("DP&L") infringe new U.S. patents issued to Mycogen that cover modification of Bt genes for plant expression, introduction of modified Bt genes into plant cells, and to plants and seeds produced from cells transformed with modified Bt genes. The suit seeks an injunction to bar development or sale of Bt seed products as well as damages arising out of sales of those companies' Bt seed products. On November 7, 1996, the Patent office notified MPSI that certain claims in MPSI's issued U.S. Patent No. 5,380,831 relating to coding sequences in synthetic insecticidal crystal protein genes were in conflict with the claims of two other patent applications and that the matter was being referred 11 to the Board of Patent Appeals and Interferences. Mycogen Seeds current transgenic insect resistant corn does utilize coding sequences covered by these claims. This litigation is not expected to have a material adverse effect on the Company's business or consolidated financial position. Item 4. Submission of Matters to a Vote of Security Holders. a) The annual meeting of stockholders was held on December 12, 1996. b) See c) below. c) The following members of the Board of Directors were elected to serve until the next Annual Meeting and until their successors are elected and qualified:
Number of Votes Cast Affirmative Negative ----------- -------- Thomas J. Cable 26,590,913 362,488 Jerry D. Caulder 26,595,326 358,075 Perry J. Gehring 26,590,256 363,145 John L. Hagaman 26,591,156 362,245 David H. Rammler 26,594,083 359,318 Louis W. Pribila 26,592,129 361,272 William C. Schmidt 26,590,956 362,445 G. William Tolbert 26,594,506 358,895 W. Wayne Withers 26,593,956 359,445
The proposal to approve the various amendments to the Company's 1992 Stock Option Plan including an increase in the number of shares of Common Stock reserved for issuance under such plan by two million shares of Common Stock will be reserved for issuance, was approved by 17,979,913 affirmative votes vs. 6,655,287 negative votes vs. 51,092 abstentions vs. 2,267,109 broker non-votes. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending August 31, 1996 was approved by 26,900,443 affirmative votes vs. 29,504 negative votes vs. 23,454 abstentions. d) Not applicable. Item 6. Exhibits and Reports on Form 8-K. a) Exhibits Exhibit 27 - Financial Data Schedule. See Exhibit 27 attached hereto. 12 b) Reports on Form 8-K A current report on Form 8-K was filed on October 15, 1996 to report the Company's acquisition of Morgan Seeds. Current report on Form 8-K/A was filed on December 6, 1996 to amend the Form 8-K filed October 15, 1996, reporting the Company's acquisition of Morgan Seeds, to include Item 7. Financial statements and Exhibits. 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. Mycogen Corporation ------------------- (Registrant) Date: January 13, 1997 /s/ James. A. Baumker ---------------- --------------------- James A. Baumker Vice President and Chief Financial Officer 13 EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS AUG-31-1997 AUG-31-1996 NOV-30-1996 16,231 12,055 26,735 0 85,769 146,691 86,013 18,527 261,239 81,356 0 0 0 31 332,202 261,239 16,290 18,700 10,148 10,148 0 0 0 (10,228) 0 (10,228) 0 0 0 (10,228) (.33) (.33)
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