-----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, Eg4oIex1vm63abqxkSfh3IQowQAW9zT25v5AoAiN7nGzBIP58PC5JWEJqarbgeKW EZpsb0X/wo0NpXT0f+SpQw== 0001116679-03-001962.txt : 20030818 0001116679-03-001962.hdr.sgml : 20030818 20030818152356 ACCESSION NUMBER: 0001116679-03-001962 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030814 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTEIN POLYMER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000858155 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330311631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19724 FILM NUMBER: 03853027 BUSINESS ADDRESS: STREET 1: 10655 SORRENTO VALLEY RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195586064 MAIL ADDRESS: STREET 1: 10655 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 ppt8k.txt ================================================================================ 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): August 14, 2003 PROTEIN POLYMER TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-19724 33-0311631 - ----------------------------------- ----------------- ------------------------ (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 10655 Sorrento Valley Road, San Diego, California 92121 - ---------------------------------------------------- ------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (858) 558-6064 -------------------------- Not Applicable ---------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of Protein Polymer Technologies, Inc. dated August 14, 2003 Item 12. Results of Operation and Financial Condition. On August 14, 2003, Protein Polymer Technologies, Inc. issued a press release announcing its financial results for the period ended June 30, 2003. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The information contained in this Item 12 of this Current Report (including exhibits hereto) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PROTEIN POLYMER TECHNOLOGIES, INC., a Delaware corporation Date: August 18, 2003 By: /s/ J. Thomas Parmeter ------------------------------------------------ J. Thomas Parmeter Chairman of the Board, President and Chief Executive Officer 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of Protein Polymer Technologies, Inc. dated August 14, 2003 4 EX-99 3 ex99-1.txt EX. 99.1: PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACTS: J. Thomas Parmeter, President (858) 558-6064 jtp@ppti.com or Jill Meleski, AVP The Ruth Group (646) 536-7032 jmeleski@theruthgroup.com PROTEIN POLYMER TECHNOLOGIES REPORTS SECOND QUARTER 2003 FINANCIAL RESULTS SAN DIEGO, CA. -- August 14, 2003 -- Protein Polymer Technologies, Inc. (OTC Bulletin Board: PPTI), announced today financial results for the second quarter and six-months ended June 30, 2003. The net loss for the quarter ended June 30, 2003 was $437,000 ($0.01 per share), compared to a net loss of $374,000 ($0.01 per share), for the same period in 2002. The net loss for the six-months ended June 30, 2003 was $2,180,000 ($0.07 per share), compared to a net loss of $910,000 ($0.04 per share), for the six-months ended June 30, 2002. The net loss and the net loss per share amounts include accumulated dividends related to the Company's preferred stock, and "imputed dividend" charges pertaining to its recent sale of Series I Convertible Preferred Stock. On March 25 and May 12, 2003, the Company raised $3,005,000 and $250,000 respectively (less expenses) from the sale of Series I Convertible Preferred Stock and warrants. In connection with this transaction, the Company is obligated to include one-time, non-cash "imputed dividend" charges of $1,305,000 and $68,000 respectively related to the fair market value difference of the Company's common stock on March 25 and May 12, 2003 and the conversion price of the Series I Preferred Stock. Excluding the effect of the imputed dividend expense, the net loss applicable to common shareholders would have been $369,000 ($0.01 per share) for the quarter ended June 30, 2003 and $807,000 ($0.03 per share) for the six-months ended June 30, 2003. Contract and licensing revenue and product and interest income totaled $752,000 for the quarter ended June 30, 2003, compared to $946,000 for the same period in 2002. Contract and licensing revenue, and product and interest income totaled $1,205,000 for the six-months ended June 30, 2003, compared to $1,418,000 for the same period in 2002. The contract and licensing revenue primarily represents research and development 1 payments and receivables from Spine Wave, Inc. for the development of an injectable spinal disc repair product for the treatment of lower back pain. Operating expenses for the quarter were $1,051,000, as compared to $1,251,000 for the same period in 2002, and $1,874,000 for the six-months ended June 30, 2003 as compared to $2,191,000 for the six months ended 2002. Operating expenses for the past two years have declined due primarily to reductions in personnel and discretionary expenditures. To the extent that resources become available, expenses are expected to rise in subsequent quarters due to the increased expenditures for expanded human clinical testing and patient follow-up of the Company's lead product candidates currently in development. As of June 30, 2003, PPTI had $2,736,000 in working capital as compared to $189,000 as of December 31, 2002. PPTI's cash as of June 30, 2003 was $2,444,000, as compared to $734,000 as of December 31, 2002. In combination with anticipated additional contract and license payments, and revenue projected for the delivery of clinical testing materials, the Company's cash is expected to meet the Company's anticipated capital requirements until April 2004. J. Thomas Parmeter, President and Chief Executive Officer of Protein Polymer Technologies, commented, "We are aggressively pursuing new ways to capitalize on our extensive intellectual property portfolio. During the quarter, we announced the appointment of Dr. Phillip Berman as Executive Vice President for Corporate Strategy, and Dr. Donald Kaplan as Senior Advisor to our tissue adhesives and sealants program. Dr. Berman, a former Kodak Vice President, brings focused leadership to the identification of new product opportunities and the development of new strategic alliances to support the resulting product R&D and commercialization. Dr. Kaplan, the former Senior Vice President, Operations and Technology at U.S. Surgical Corporation, is a recognized leader in research, development and commercialization of surgery and wound closure devices." Mr. Parmeter continued, "Separately, the recent completion of our financing will allow us to meet anticipated capital requirements for our clinical and product development programs through the first quarter of 2004. We continue to focus on the clinical trials of our urethral bulking agent for the treatment of female stress urinary incontinence, and our injectable hydrogel for the treatment of dermal contour defects such as scars, wrinkles and lines, and our earlier stage development of surgical tissue adhesive and sealant products." Protein Polymer Technologies, Inc., is a San Diego-based company focused on developing bioactive products to improve medical and surgical outcomes. From its inception in 1988, PPTI has been a pioneer in protein design and synthesis, developing an extensive portfolio of proprietary biomaterials. These genetically engineered biomaterials are high molecular weight proteins, processed into products with physical and biological 2 characteristics tailored to specific clinical performance requirements. Targeted products include urethral bulking agents for the treatment of stress urinary incontinence, dermal augmentation products for cosmetic and reconstructive surgery, surgical adhesives and sealants, scaffolds for wound healing and tissue engineering, and depots for local drug delivery. To date, PPTI has been issued twenty-four U.S. Patents on its core technology with corresponding issued and pending patents in key international markets. This press release contains forward-looking statements that are based on management's views and expectations. Actual results could differ materially from those expressed here; further, the Company is not obligated to comment specifically on those differences. Risks associated with the Company's activities include raising adequate capital to continue operations scientific and product development uncertainties, competitive products and approaches, continuing collaborative partnership interest and funding, regulatory testing and approvals, and manufacturing scale up. The reader is encouraged to refer to the Company's 2002 Annual Report Form 10-KSB, and other recent filings with the Securities and Exchange Commission, copies of which are available from the Company, to further ascertain the risks associated with the above statements. (Financial Data Follows) 7 Protein Polymer Technologies, Inc. Condensed Financial Statements (unaudited)
Three months ended Six months ended June 30, June 30, 2003 2002 2003 2002 ---------------- ---------------- ---------------- ---------------- SUMMARY OF OPERATIONS - --------------------- Contract revenue $ 742,696 $ 943,764 $ 1,193,679 $ 1,413,342 Interest income 9,263 2,016 10,847 3,636 Product and other income 0 0 0 1,500 ---------------- ---------------- ---------------- ---------------- Total revenues 751,959 945,780 1,204,526 1,418,478 Total expenses 1,051,491 1,250,617 1,873,779 2,190,502 ---------------- ---------------- ---------------- ---------------- Net loss $ (299,532) $ (304,837) $ (669,253) $ (772,024) Undeclared and/or paid dividends on Preferred Stock 137,082 69,220 1,510,925 137,678 ---------------- ---------------- ---------------- ---------------- Net loss applicable to common shareholders $ (436,614) $ (374,057) $ (2,180,178) $ (909,702) ================ ================ ================ ================ Net loss per common share - basic and diluted $ (0.01) $ (0.01) $ (0.07) $ (0.04) ================ ================ ================ ================ Shares used in computing net loss per share - basic and diluted 34,037,634 27,000,455 31,926,744 25,566,557 ================ ================ ================ ================ As of As of June 30, 2003 Dec. 31, 2002 ---------------- ---------------- BALANCE SHEET INFORMATION - ------------------------- Cash and cash equivalents $ 2,444,000 $ 734,000 Working capital 2,736,000 189,000 Total assets 3,298,000 875,000 Total capital invested 48,805,000 44,182,000 Accumulated deficit $ (45,949,000) $ (43,907,000)
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