-----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, FIywpza77PJXC5t60ZieJPKpUQotyhVxpdM6PkO7zZwhKmidy7SlAUYj2xhe3BzW Cfi4ApSTV3wSNG6WqC1ZCw== 0000893220-98-000992.txt : 19980518 0000893220-98-000992.hdr.sgml : 19980518 ACCESSION NUMBER: 0000893220-98-000992 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980515 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECOGEN INC CENTRAL INDEX KEY: 0000814050 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 222487948 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09579 FILM NUMBER: 98624942 BUSINESS ADDRESS: STREET 1: 2005 CABOT BLVD W CITY: LANGHORNE STATE: PA ZIP: 19047-1810 BUSINESS PHONE: 2157571590 MAIL ADDRESS: STREET 1: 2005 CABOT BLVD W CITY: LANGHORNE STATE: PA ZIP: 19047 8-K 1 ECOGEN INC. FORM 8-K 1 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 MAY 15, 1998 ECOGEN INC. (Exact Name of Registrant as specified in its charter.) DELAWARE 1-9579 22-247948 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 2005 CABOT BOULEVARD WEST, LANGHORNE, PENNSYLVANIA 19047 (Address of Principal Executive Offices) (215) 757-1590 Registrant's telephone number, including area code 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Ecogen Inc. (the "Company") has recently announced that on April 30, 1998 the Company completed the sale of substantially all of the assets (other than receivables from product sales) associated with its pheromone product line to Scentry Biologicals, Inc. for total consideration of approximately $2.4 million. The consideration included cash of $1.7 million and the assumption of $0.7 million of liabilities. The Company expects to record a gain on the sale of the pheromone product line of approximately $0.5 million in the second quarter of fiscal 1998. As part of the transaction, the Company was named by Scentry Biologicals as an exclusive distributor in the United States for three pheromone products, BeeScent(R) Attractant, NoMate(R) LRX MEC and NoMate(R) BHF MEC, through December 31, 2000. Scentry Biologicals is a newly formed company, two of the principals of which are the former manager of the Company's pheromone product line and a former principal of a company that distributed the Company's pheromone products in Central and South America. ITEM 7(b). FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS ECOGEN INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Financial Information The following unaudited pro forma condensed consolidated balance sheet as of January 31, 1998 and the unaudited pro forma condensed consolidated statements of operations for the year ended October 31, 1997 and the three-month period ended January 31, 1998 give effect to the sale of substantially all of the assets (other than receivables from product sales) associated with the pheromone product line (the "Pheromone Product Line"), as if the disposition had occurred as of the beginning of the periods presented. The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the disposition actually occurred on the dates presented, nor is it indicative of the Company's future consolidated financial condition or results of operations. The pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements and notes thereto of the Company contained in its 1997 Annual Report on Form 10K and its Quarterly Report on Form 10Q for the quarter ended January 31, 1998. 3 Ecogen Inc. and Subsidiaries Unaudited Pro Forma Consolidated Condensed Balance Sheet January 31, 1998 ($ in thousands)
Sale of Pheromone Product Line Pro forma Ecogen Inc. Adjustments Ecogen Inc. ASSETS Actual Dr. (Cr.) Pro forma ------ ------ --------- --------- Current Assets: Cash, cash equivalents and temporary investments $4,832 $1,707 (1) $6,539 Trade receivables, net 1,368 - 1,368 Inventory, net 8,672 (1,908) (2) 6,764 Prepaid expenses and other current assets 663 - 663 --- --- Total current assets 15,535 (201) 15,334 ------ ---- ------ Plant and equipment, net 3,452 (102)(2) 3,350 Other assets, net 835 (4)(2) 831 --- -- --- $19,822 ($307) $19,515 ======= ====== ======= LIABILITIES & STOCKHOLDERS' EQUITY ---------------------------------- Current Liabilities: Accounts payable and accrued expenses $5,578 $750 (1) $4,828 Deferred contract revenue 2,044 - 2,044 ------ -------- ----- Total current liabilities 7,622 750 6,872 ------ ----- ----- Long-term debt 3,866 28 (1) 3,838 ----- ------ ----- Other long-term obligations 2,706 - 2,706 ----- -------- ----- Stockholders' equity: Common stock 81 - 81 Additional paid-in capital 117,823 - 117,823 Accumulated deficit (110,798) (471) (3) (110,327) Other (1,478) - (1,478) ------- ------- ------- Total stockholders' equity 5,628 (471) 6,099 ------- ----- ------- $19,822 $307 $19,515 ======= ==== =======
See accompanying notes to unaudited pro forma consolidated condensed financial information. 4 Ecogen Inc. and Subsidiaries Unaudited Pro Forma Consolidated Condensed Statement of Operations Year Ended October 31, 1997 (in thousands, except per share amounts)
Sale of Pheromone Product Line Pro forma Ecogen Inc. Adjustments Ecogen Inc. Actual (Dr.) Cr. Pro forma Revenues: Product sales, net $8,783 ($2,860)(4) $5,923 Contract research 2,939 - 2,939 Other income, net 89 - 89 ------ ------- ----- Total revenues 11,811 (2,860) 8,951 ------ ------- ----- Costs and expenses: Cost of products sold 6,292 1,814 (5) 4,478 Research and development 5,042 150 (6) 4,892 Selling, general and administrative 8,661 780 (7) 7,881 Special charges 1,626 - 1,626 ------ ----- ------ Total costs and expenses 21,621 2,744 18,877 ------ ----- ------ Net loss ($9,810) ($116) ($9,926) ======= ===== ======= Basic and diluted net loss per share ($1.23) ($1.25) ======= ====== Weighted average shares outstanding 7,958 7,958 ===== =====
See accompanying notes to unaudited pro forma consolidated condensed financial information. 5 Ecogen Inc. and Subsidiaries Unaudited Pro Forma Consolidated Condensed Statement of Operations Three Months Ended January 31, 1998 (in thousands, except per share amounts)
Sale of Pheromone Product Line Pro forma Ecogen Inc. Adjustments Ecogen Inc. Actual (Dr.) Cr. Pro forma ------ --------- --------- Revenues: Product sales, net $1,716 ($978) (4) $738 Contract research 720 - 720 Other income, net 2,500 - 2,500 ----- ------- ----- Total revenues 4,936 (978) 3,958 ----- ------- ----- Costs and expenses: Cost of products sold 1,407 700 (5) 707 Research and development 962 38 (6) 924 Selling, general and administrative 1,681 143 (7) 1,538 Other, net 132 - 132 ------- ------ ------ Total costs and expenses 4,182 881 3,301 ------ --- ----- Net income (loss) $754 ($97) $657 ==== ==== ==== Basic and diluted net income (loss) per share $0.09 $0.08 ===== ===== Weighted average shares outstanding 8,032 8,032 ===== =====
See accompanying notes to unaudited pro forma consolidated condensed financial information. 6 ECOGEN INC. AND SUBSIDIARIES Notes to Unaudited Pro Forma Condensed Consolidated Financial Information Year Ended October 31, 1997 and Three Month Period Ended January 31, 1998 (1) Under the terms of the Asset Purchase Agreement dated April 27, 1998 between the Company and Scentry Biologicals, Inc. ("Scentry"), the purchase price for the Pheromone Product Line consisted of $1,707,000 in cash and the assumption of $778,000 of liabilities. Adjustments represent an increase to cash of $1,707,000 representing the cash proceeds, net of expenses associated with the transaction, a $750,000 decrease to accounts payable and accrued expenses and a $28,000 decrease to long-term debt for the liabilities assumed by Scentry. (2) Adjustments represent the elimination of the assets associated with the Pheromone Product Line that were acquired by Scentry as follows:
Inventory, net $1,908,000 Plant and equipment, net 102,000 Intangibles and other assets 4,000 ============
(3) Adjustment represents the estimated gain on the sale of the Pheromone Product Line, net of expenses associated with the transaction. (4) Adjustment represents the elimination of sales of pheromone products except for product sales that will continue under an exclusive distribution agreement between the Company and Scentry. (5) Adjustment represents the elimination of cost of goods sold associated with pheromone product sales that were eliminated in 4 above and an adjustment to gross profit margins for products covered by the distribution agreement. (6) Adjustment represents the elimination of research and development expenses associated with pheromone technology. (7) Adjustment represents the elimination of selling and marketing expenses associated with the Pheromone Product Line, except for expenses that are expected to continue as a result of the distribution agreement between the Company and Scentry. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 15, 1998 ECOGEN INC. By: /s/ James P. Reilly, Jr. Name: James P. Reilly, Jr. Title: Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----