8-K 1 p8k.txt MARCH 30, 2005 ================================================================================ 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): March 30, 2005 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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On March 30, 2005, Protein Polymer Technologies, Inc. issued a press release announcing that as a result of a recommendation by the Company's independent auditors, the Company will be restating its financial statements included in its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 in connection with the accounting treatment of certain transactions related to the issuance of convertible preferred stock and warrants during 2003 to include additional non-cash imputed dividend expense totaling $1,211,333 in the restated financial statements for 2003. As a result of the restatement, the Company's balance sheet at December 31, 2003 will reflect an increase in deficit accumulated during development stage of $1,211,333 and an increase in additional paid in capital of $1,211,333. As a result of the restatement, the Company's income statement for the year ended December 31, 2003 will reflect an increase in undeclared and/or paid dividend on preferred stock of $1,211,333, and an increase in net loss applicable to common shareholders of $1,211,333 and an increase in net loss per common share - basic and diluted - of $0.04. A copy of the press release is filed as Exhibit 99.1 to this Current Report. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of Protein Polymer Technologies, Inc. dated March 30, 2005 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: March 30, 2005 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 March 30, 2005