-----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, SkgDcZOIqDaE5WEJ7ihq51wlhXrgIYekHNtIzCmLOEURhJ2Fzptc0e10c27bwX1O A1eb+Lu7s3YHgEI8VHW6pg== 0001116679-04-002330.txt : 20041119 0001116679-04-002330.hdr.sgml : 20041119 20041119165805 ACCESSION NUMBER: 0001116679-04-002330 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041119 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041119 DATE AS OF CHANGE: 20041119 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: 041158469 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 p8k.txt NOVEMBER 19, 2004 ================================================================================ 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): November 19, 2004 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) 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 (see General Instruction A.2. below): [ ] 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 On November 19, 2004, Protein Polymer Technologies, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2004. 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. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of Protein Polymer Technologies, Inc. dated November 19, 2004 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: November 19, 2004 By: /s/ J. Thomas Parmeter --------------------------------------------- J. Thomas Parmeter Chairman of the Board and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of Protein Polymer Technologies, Inc. dated November 19, 2004 EX-99 2 ex99-1.txt EX.99.1 - PRESS RELEASE Exhibit 99.1 PROTEIN POLYMER TECHNOLOGIES REPORTS THIRD QUARTER 2004 FINANCIAL RESULTS SAN DIEGO, November 19, 2004 -- Protein Polymer Technologies, Inc. (OTC Bulletin Board: PPTI) announced today financial results for the third quarter and the nine months ended September 30, 2004. The net loss for the quarter ended September 30, 2004 was $1,042,000 ($0.03 per share), compared to a net loss of $912,000 ($0.02 per share), for the same period in 2003. The net loss for the nine months ended September 30, 2004 was $2,819,000 ($0.07 per share), compared to a net loss of $3,092,000 ($0.09 per share), for the nine months ended September 30, 2003. The net loss and the net loss per share amounts for both the 2003 and 2004 periods include accumulated dividends related to the Company's preferred stock, and "imputed dividend" charges pertaining to its sale of Series I Convertible Preferred Stock during the second quarter of 2003. Total revenue was $20,000 for the quarter ended September 30, 2004, compared to $101,000 for the same period in 2003. Total revenue was $411,000 for the nine months ended September 30, 2004, compared to $1,306,000 for the same period in 2003. The contract and licensing revenue primarily represents research and development payments and receivables from Spine Wave, Inc. for the development of an injectable spinal disc repair product for the treatment of lower back pain. The decrease in contract revenue in 2004, particularly during the three months ended September 30, 2004 as compared to the same period in 2003, is due to the completion of the majority of work, including preclinical testing, required to support Spine Wave's recently initiated human clinical testing of the injectable spinal disc nucleus product. Operating expenses for the quarter were $991,000, as compared to $943,000 for the same period in 2003, and $3,023,000 for the nine months ended September 30, 2004 as compared to $2,816,000 for the nine months ended September 30, 2003. When additional capital becomes 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 September 30, 2004, PPTI had a negative working capital of $1,168,000 compared to $1,192,000 as of December 31, 2003. PPTI's cash as of September 30, 2004 was $177,000, compared to $1,085,000 on December 31, 2003. Since the end of June, the Company has received $900,000 in cash and cash commitments in return for short term promissory notes and warrants. In combination with anticipated additional contract and license payments, and revenue projected for the delivery of clinical testing materials, the Company's cash as of November 13, 2004 is expected to meet the Company's anticipated capital requirements until December 2004. "We are currently in discussions with potential sources of additional equity and convertible debt funding, although there can be no assurance that these discussions will result in additional funding," said J. Thomas Parmeter, Chairman and Chief Executive Officer of Protein Polymer Technologies. "Substantial additional capital resources will be required to fund future expenditures related to our research, development, clinical trials, and product marketing activities. If adequate funds are not available, we will be required to significantly curtail our operating plans and may have to sell or license out significant portions of our technology or potential products, or cease operations." "Conversely, if we resolve our liquidity problems," Dr. Parmeter commented further, "I view PPTI's future optimistically. With the appointment earlier this year of Dr. Donald Kaplan as President and Chief Operating Officer, we are aggressively pursuing new ways to capitalize on our large intellectual property portfolio, and to identify products we can acquire to support revenue growth in 2005. Dr. Kaplan, previously Senior Vice President, Operations and Technology at U.S. Surgical Corporation and a recognized leader in research, development and commercialization of surgery and wound closure devices, is uniquely qualified to lead this effort. For example, we are leveraging the development of our adhesives technology for the injectable spinal disc repair product towards application as high strength surgical sealants. Such sealants are designed to stop air and fluid leaks associated with the use of sutures and staples in a variety of surgical procedures. In addition, we continue to focus on the clinical trials of our urethral bulking agent for treatment of female stress urinary incontinence and our injectable hydrogel for treatment of dermal contour defects such as scars, wrinkles and lines. Finally, with Spine Wave beginning clinical trials of the injectable disc nucleus product (IDN) for the treatment of lower back pain, we are involved in discussions with Spine Wave regarding the commercial manufacture of the IDN product." 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 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-five 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 2003 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) Protein Polymer Technologies, Inc. Condensed Financial Statements (unaudited) Three months ended Nine months ended September 30, September 30, 2004 2003 2004 2003 SUMMARY OF OPERATIONS Contract revenue $19,523 $95,796 $407,939 $1,289,475 Interest income 273 5,378 3,098 16,224 Product and other income 0 0 6 0 Total revenues 19,796 101,174 411,043 1,305,699 Total expenses 991,388 942,721 3,022,589 2,816,499 Net loss $(971,592) $(841,547) $(2,611,546) $(1,510,800) Undeclared and/or paid dividends on Preferred Stock 69,980 69,980 207,659 1,580,906 Net loss applicable to common shareholders $(1,041,572) $(911,527) $(2,819,205) $(3,091,706) Net loss per common share - basic and diluted $(0.03) $(0.02) $(0.07) $(0.09) Shares used in computing net loss per share - basic and diluted 38,113,618 36,720,701 37,840,496 33,542,290 As of As of Sept. 30, 2004 Dec. 31, 2003 BALANCE SHEET INFORMATION Cash and cash equivalents $177,000 $1,085,000 Working capital (1,168,000) 1,192,000 Total assets 506,000 1,692,000 Total capital invested 49,159,000 48,809,000 Accumulated deficit$ (50,085,000) $(47,473,000) -----END PRIVACY-ENHANCED MESSAGE-----