-----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, KtXZn0OMQO02rT5+JagTDHqNwV6/0KOyjdAeVRnw3Ks4qHjxz7bU1qqR6hiIcriG QllgSxYeyxNPMhW1nvIP5A== 0000950120-98-000197.txt : 19980518 0000950120-98-000197.hdr.sgml : 19980518 ACCESSION NUMBER: 0000950120-98-000197 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL MUREX TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000864964 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26144 FILM NUMBER: 98623906 BUSINESS ADDRESS: STREET 1: 2255 B QUEEN STREET EAST STREET 2: SUITE 828 TORONTO CITY: ONTARIO STATE: A6 BUSINESS PHONE: 5198368016 MAIL ADDRESS: STREET 1: 2255 B QUEEN STREET EAST STREET 2: SUITE 828 TORONTO CITY: ONTARIO STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: MUREX CLINICAL TECHNOLOGIES CORP DATE OF NAME CHANGE: 19600201 10-Q 1 FORM 10-Q OF INT'L MUREX TECHNOLOGIES CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 12(g) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 1998 OR [ ] Transition Report Pursuant to Section 13 or 12(g) of the Securities Exchange Act of 1934 For the Transition Period from to ----- ----- Commission File Number 0-26144 International Murex Technologies Corporation ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Province of British Columbia, Canada N/A -------------------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 2255 B. Queen Street, East, Suite 828, Toronto, ON M4E 1G3 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (519) 836-8016 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 12(g) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- The number of common shares outstanding as of May 5, 1998 was 16,730,256, excluding treasury shares. INTERNATIONAL MUREX TECHNOLOGIES CORPORATION Quarterly Report on Form 10-Q For the Three Months Ended March 31, 1998 Table of Contents ----------------- Item Page Number PART I -- FINANCIAL INFORMATION Number ------ ------ 1 Financial Statements Consolidated Balance Sheets at March 31, 1998 and December 31, 1997 3 Consolidated Statements of Operations for the Three Months Ended March 31, 1998 and 1997 5 Consolidated Statements of Changes in Shareholders' Equity for the Period January 1, 1997 to March 31, 1998 6 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1998 and 1997 7 Notes to Consolidated Financial Statements 9 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 12 PART II -- OTHER INFORMATION 1 Legal Proceedings 15 2 Changes in Securities and Use of Proceeds 15 6 Exhibits and Reports on Form 8-K 15 SIGNATURES 16 THIS FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THE ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD- LOOKING STATEMENTS. CERTAIN FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE ARE DISCUSSED IN THE INTRODUCTORY PARAGRAPH TO ITEM 2, "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," WITHIN THIS REPORT. -2- INTERNATIONAL MUREX TECHNOLOGIES CORPORATION CONSOLIDATED BALANCE SHEETS (In Thousands of U. S. Dollars) March 31, December 31, ------------------------ 1998 1997 ------------------------------------------------------------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 5,986 $ 10,087 Accounts receivable, net of allowance for doubtful accounts of $3,000 and $2,939, respectively 36,259 35,062 Inventories 22,687 21,164 Prepaid and other 4,482 4,931 -------------------- Total current assets 69,414 71,244 ----------------------------------------------------------------- PROPERTY, PLANT AND EQUIPMENT- at cost less accumulated depreciation and amortization 14,132 13,245 PATENTS, TRADEMARKS AND LICENSES- at cost less accumulated amortization 6,887 7,016 OTHER ASSETS 3,526 3,738 -------------------- TOTAL $ 93,959 $ 95,243 ================================================================= See notes to consolidated financial statements. -3- March 31, December 31, ----------------------- 1998 1997 ----------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Trade accounts payable $ 12,153 $ 10,215 Accrued expenses: Professional fees 1,065 1,229 Royalty payments 1,932 1,559 Employee related 4,185 5,032 Income taxes payable 675 827 Litigation settlements 74 155 Other 2,819 3,110 Current portion of long term debt 102 95 Current portion of capitalized lease obligations 127 163 -------------------- Total current liabilities 23,132 22,385 ---------------------------------------------------------------- DEFERRED RENT 43 47 LONG TERM DEBT, less current portion 14,528 14,331 CAPITALIZED LEASE OBLIGATIONS 214 248 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Common shares, without par value, 200,000,000 shares authorized; 16,848,115 and 16,689,934 shares issued, respectively 85,498 84,780 Additional paid-in capital 14,521 14,521 Accumulated deficit (34,663) (32,591) Less cost of 101,043 common shares held in treasury (5) (5) Accumulated other comprehensive income (9,309) (8,473) ------------------- Shareholders' equity 56,042 58,232 ---------------------------------------------------------------- TOTAL $ 93,959 $ 95,243 ================================================================ See notes to consolidated financial statements. -4- INTERNATIONAL MUREX TECHNOLOGIES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands of U.S. Dollars, except per share data) Three Months Ended March 31 --------------------------- 1998 1997 ---------------------------------------------------------------- REVENUES: Product sales $ 22,660 $ 24,718 License fees and other 975 1,124 -------------------------- Total revenues 23,635 25,842 COSTS AND EXPENSES: Cost of products sold 9,953 8,289 Research and development 1,851 1,607 General and administrative 5,056 5,618 Sales and marketing 6,951 6,817 Foreign exchange loss (gain) (37) 44 Royalty expense 1,668 1,500 -------------------------- Total costs and expenses 25,442 23,875 ---------------------------------------------------------------- Income (Loss) From Operations (1,807) 1,967 Interest income 104 49 Interest (expense) (393) (285) Gain (loss) on asset disposals 7 (26) Other income 64 52 -------------------------- Income (loss) before income taxes (2,025) 1,757 Income taxes 47 98 -------------------------- NET INCOME (LOSS) $ (2,072) $ 1,659 ================================================================ NET INCOME (LOSS) PER COMMON SHARE: Basic $ (0.12) $ 0.10 ======== ======== Diluted $ (0.12) $ 0.10 ======== ======== WEIGHTED AVERAGE SHARES OUTSTANDING: Basic, in thousands 16,678 16,386 ======== ======== Diluted, in thousands 17,669 17,331 ======== ======== See notes to consolidated financial statements. -5- INTERNATIONAL MUREX TECHNOLOGIES CORPORATION CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (In thousands of U.S. Dollars, except share data) ------------------------------------------------------------------------- Common Stock Additional ------------- Paid-In Accumulated Shares Amount Capital Deficit -------------------------------------------------------------------------- December 31, 1996 16,578,853 $ 84,460 $ 13,906 $(41,655) Issued pursuant to employee stock purchase plan 23,617 155 Exercise of employee stock options 218,300 999 Retirement of treasury shares (185,886) (1,080) Issued pursuant to class action settlement 80,120 465 Reversion of settlement shares 615 Shares tendered as tax witholding (25,070) (219) Net change in unrealized gain on marketable securities Net income 9,064 Foreign currency translation December 31, 1997 16,689,934 84,780 14,521 (32,591) ------------------------------------------ Exercise of employee stock options 57,350 211 Issued pursuant to 1997 employee stock purchase plan 831 7 Exercise of warrants 100,000 500 Net change in unrealized gain on marketable securities Net loss (2,072) Foreign currency translation ------------------------------------------- March 31, 1998 16,848,115 $ 85,498 $ 14,521 $(34,663) =========================================== Accumulated Other Comprehensive Income ---------------------- Unrealized Accumulated Gain on Currency Total Treasury Marketable Translation Shareholders' Shares Securities Adjustment Equity -------------------------------------------------------------------------- December 31, 1996 $(1,085) $ 4,405 $(3,848) $ 56,183 Issued pursuant to employee stock purchase plan 155 Exercise of employee stock options 999 Retirement of treasury shares 1,080 Issued pursuant to class action settlement 465 Reversion of settlement shares 615 Shares tendered as tax witholding (219) Net change in unrealized gain on marketable securities (3,729) (3,729) Net income 9,064 Foreign currency translation (5,301) (5,301) December 31, 1997 (5) 676 (9,149) 58,232 -------------------------------------------- Exercise of employee stock options 211 Issued pursuant to 1997 employee stock purchase plan 7 Exercise of warrants 500 Net change in unrealized gain on marketable securities (60) (60) Net loss (2,072) Foreign currency translation (776) (776) -------------------------------------------- March 31, 1998 $ (5) $ 616 $(9,925) $ 56,042 ========================================================================== See notes to consolidated financial statements. -6- INTERNATIONAL MUREX TECHNOLOGIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of U.S. Dollars) Three Months Ended March 31, ---------------------- 1998 1997 ------------------------------------------------------------------- OPERATING ACTIVITIES: Net income (loss) $ (2,072) $ 1,659 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 1,209 1,251 Amortization 252 183 (Gain) loss on sale of property and equipment (7) 26 Changes in working capital: Accounts receivable (1,250) 2,035 Inventories (1,523) 42 Prepaid expenses and other assets 422 691 Trade accounts payable 1,938 980 Accrued expenses (1,162) (2,445) -------------------- Net cash provided by (used in) operating activities (2,193) 4,422 ------------------------------------------------------------------ INVESTING ACTIVITIES: Additions to property and equipment (2,111) (1,348) Additions to patents and licenses (123) (450) Proceeds from sale of property and equipment 22 51 Proceeds from sale of marketable securities 232 -------------------- Net cash (used in) investing activities (1,980) (1,747) ------------------------------------------------------------------ FINANCING ACTIVITIES: Increase (decrease) in borrowings under line of credit 197 1,420 Reduction of other long-term liabilities (67) (35) Proceeds from issuance of common shares 718 747 -------------------- Net cash provided by (used in) financing activities 848 2,132 ------------------------------------------------------------------ EFFECT OF EXCHANGE RATE CHANGES (776) (4,211) Net Increase (Decrease) in Cash and Cash Equivalents (4,101) 596 Cash and Cash Equivalents at Beginning of Period 10,087 9,723 -------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,986 $10,319 ================================================================== Supplemental Disclosure of Cash Flow Information: Cash paid for interest $ 393 $ 285 Cash paid for income taxes $ 199 $ 293 -7- INTERNATIONAL MUREX TECHNOLOGIES CORPORATION Consolidated Statements of Cash Flows (Continued) (In thousands of U.S. Dollars, except share data) ---------------------------------------------------------------- SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES During the quarter ended March 31, 1997, IMTC retired 185,886 shares held in treasury valued at $1,080. See notes to consolidated financial statements. -8- INTERNATIONAL MUREX TECHNOLOGIES CORPORATION Notes to Consolidated Financial Statements (In thousands of U.S. Dollars, except share data) ----------------------------------------------------------------- 1. NATURE OF THE COMPANY AND BASIS OF PRESENTATION: International Murex Technologies Corporation ("IMTC"), has many incorporated subsidiaries operating throughout the world under the Murex name (the "Murex Group"). The Murex Group develops, manufactures and markets medical diagnostic products, licenses its technology and provides medical services for the screening, diagnosis and monitoring of infectious diseases and other medical conditions. (IMTC and the Murex Group are collectively referred to herein for consolidated financial purposes only as the "Company"). The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission. Such financial statements do not include all disclosures required by generally accepted accounting principles for annual financial statement reporting purposes. However, there has been no material change in the information disclosed in the Company's annual consolidated financial statements dated December 31, 1997, except as disclosed herein. Accordingly, the information contained herein should be read in conjunction with such annual consolidated financial statements and related disclosures. The accompanying financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Results of operations for the quarter ended March 31, 1998 are not necessarily indicative of results expected for an entire year. 2. INVENTORIES: March 31, December 31, 1998 1997 ------- ---------- Raw materials and supplies $ 5,288 $ 5,355 Work in process 7458 6524 Finished goods 9941 9285 --------- -------- Total inventories $ 22,687 $ 21,164 ========= ======== --------------------------------------------------------------------------- 3. NET INCOME (LOSS) PER COMMON SHARE: In February 1997, the Financial Accounting Standards Board issued Statement of Financial Standards No. 128, "Earnings Per Share" ("SFAS 128"). SFAS 128 requires disclosure of basic earnings per common share based on the net income (loss) and the weighted average number of common shares outstanding during the period. SFAS 128 also requires disclosure of diluted earnings per common share based on the net income (loss) and the weighted average number of common shares and common share equivalents outstanding during the period. All periods presented are retroactively restated to conform to the presentation requirements of SFAS 128. The following table represents the computation of basic and diluted earnings per common share: -9- Three Months Ended March 31, ------------------------ 1998 1997 ---------------------------------------------------------------- Basic earnings per common share: Net income (loss) $ (2,072) $ 1,659 Weighted average common shares 16,678 16,386 Basic net income (loss) per common $ (0.12) $ 0.10 Diluted earnings per common share: Net income (loss) $ (2,072) $ 1,659 Weighted average common shares outstanding 16,678 16,386 Common stock equivalents 991 945 -------- ------- Total weighted average shares 17,669 17,331 Diluted net income (loss) per share $ (0.12) $ 0.10 ----------------------------------------------------------------- 4. COMPREHENSIVE INCOME: Three Months ended March 31, ------------------------ 1998 1997 ---------------------------------------------------------------- Net income (loss) $ (2,072) $ (1,659) Other comprehensive income, net of tax: Foreign currency translation adjustments (776) (4,399) Unrealized gains on marketable securities: Unrealized holding gains arising during period 76 625 Less: reclassification adjustment for gains realized in net income (136) ---------- --------- Net unrealized gains on marketable securities (60) 625 ---------- ---------- Other comprehensive income, net of tax (836) (3,774) ---------- ---------- Comprehensive income $ (2,908) $ (5,433) ========== ========== ------------------------------------------------------------------ -10- 5. SUBSEQUENT EVENTS: On April 17, 1998, Abbott Laboratories ("Abbott") acquired control of IMTC via a cash tender offer, commenced on March 20, 1998, to purchase all of IMTC's outstanding common stock. The tender offer was pursuant to an Acquisition Agreement dated as of March 13, 1998 among IMTC, Abbott and AAC Acquisition Ltd., an indirect wholly-owned subsidiary of Abbott. A total of 16,174,162 shares of IMTC's common stock were validly tendered and not previously withdrawn in response to the tender offer. These shares represent approximately 96% of IMTC's outstanding shares on a fully diluted basis. The remaining shares of Murex will be acquired by AAC Acquisition, Ltd. in a compulsory acquisition procedure for $13 per share. Abbott will own 100% of IMTC upon completion of the compulsory acquisition procedure, which is expected to be finalized during the third quarter of 1998. 6. RECONCILIATION OF CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("CANADIAN GAAP" AND "U.S. GAAP"): There were no differences between Canadian GAAP and U.S. GAAP during the year ended December 31, 1997 and the quarter ended March 31, 1998. -11- INTERNATIONAL MUREX TECHNOLOGIES CORPORATION Form 10-Q for the Three Months Ended March 31, 1998 Part I - Financial Information ----------------------------------------------------------------- ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Amounts expressed in U.S. Dollars) This report contains or refers to forward-looking information including future revenues, products, and income and is based upon current expectations that involve a number of business risks and uncertainties. Among the factors that could cause actual results to differ materially from any forward- looking statement include, but are not limited to, technological innovations of competitors, delays in product introductions, changes in health care regulations and reimbursements, litigation claims, changes in foreign economic conditions or currency translation, product acceptance, government approvals or changes in government regulation of the Company's products, as well as other factors discussed in other Securities and Exchange Commission filings for the Company. FINANCIAL CONDITION Liquidity and Capital Resources As discussed in Note 5 of the Consolidated Financial Statements, control of the Company has been acquired by Abbott Laboratories ("Abbott"), and the financial resource requirements of the Company will be managed and provided by Abbott. The Company has sufficient cash resources and adequate working capital to carry on its current business and meet existing capital requirements. Cash and working capital totaled $6.0 million and $46.3 million, respectively at March 31, 1998. On November 12, 1996, the Company entered into a three year, $15 million line of credit facility with Bank of America, which is collateralized by the accounts receivable and inventory of its United States ("U.S."), United Kingdom ("U.K.") and Barbados subsidiaries. The Company has an interest rate swap agreement with the lender that fixed the interest rate at 8.98% for a notional principal amount of $10.0 million. Litigation and Technology Disputes The Murex Group's business utilizes newly-developed technologies that include patents on processes and devices. These types of technologies are the focal point for the biotechnology industry. The ownership and patentability of such processes or devices have become increasingly complex, resulting in competitive claims of ownership within the industry. The Company is not presently the defendant in any material judicial proceeding. Until March 13, 1998, the date of the Acquisition Agreement discussed in Note 5 of the Consolidated Financial Statements, Murex Diagnostics Corporation ("MDC"), a subsidiary within the Murex Group, had been pursuing a patent infringement suit against Abbott. MDC was seeking injunctive relief against Abbott and damages for infringement of a patent. On March 31, 1998, pursuant to the Acquisition Agreement, MDC ceased actively prosecuting the litigation against Abbott and asked the court to stay the litigation. Since control of IMTC by Abbott was acquired on or about April 17, 1998, the parties shall take all steps necessary to dismiss with prejudice this litigation. -12- Management Outlook The Management of the Murex Group and Abbott will work together in the near future to combine the strengths of the two companies and exploit the full potential of the Company's technologies and products. The Murex Group's products complement those of Abbott's diagnostic operations and provide potential growth opportunities, particularly in the areas of infectious disease screening and patient monitoring. Management of both companies will concentrate on delivering high quality products to their customers, reducing costs and improving cash flows. RESULTS OF OPERATIONS Total revenues for the quarter ended March 31, 1998 were $23,635,000 compared to $25,842,000 for the quarter ended March 31, 1997. Product sales were $22,660,000 and $24,718,000 for the quarters ended March 31, 1998 and 1997, respectively. The net decrease in total revenue represents an actual decrease using a constant currency basis of $1,176,000 and a negative foreign exchange impact of $1,031,000. The actual decrease is due to the pricing pressures in the diagnostic market as a result of the continuing consolidations in the industry. The negative foreign exchange effect is due to the relative strength of the U.S. Dollar, the reporting currency of the Company, during the first quarter of 1998 as compared to the first quarter of 1997. Translation from the various functional currencies to the U.S. Dollar caused a decrease in the Dollar equivalent product sales revenue. License fees and other revenues were $975,000 compared to $1,124,000 in the previous year. In the first quarter of the prior year, IMTC recognized revenues as a result of a February 1997 agreement with Digene Corporation ("Digene") to create a direct European sales operation for certain of Digene's products. Gross profit on product sales for the quarter ended March 31, 1998 decreased to 56.1%, as compared with 66.5% for 1997. The decrease in gross profit on product sales is due to increased sales in developing countries, which are generally at lower margins. The relative strength of the British Pound also contributed to the decline in gross profits, since the majority of manufacturing is done in the U.K. As such, cost of products sold increased to $9,953,000 for the three months ended March 31, 1998 from $8,289,000 in the comparable prior year period. Total costs and expenses, excluding cost of products sold, of $15,489,000 for the quarter ended March 31, 1998 reflect a net decrease of $97,000 over the quarter ended March 31, 1997. Translation from the various functional currencies to the U.S. Dollar caused a decrease in the Dollar equivalent total costs and expenses, excluding cost of products sold. Research and development costs for the first quarter of 1997 increased by $244,000 to $1,851,000 as a result of the continued focus to improve certain virology tests design and manufacturing process to meet the changing requirements of this market. General and administrative costs for the quarter ended March 31, 1998 were $5,056,000, as compared to $5,618,000 for the comparable prior year period. The decrease of $562,000 mainly represents cost savings from a restructuring initiated in the third quarter of 1996. Sales and marketing expenses of $6,951,000 reflect a $134,000 increase over the first quarter of 1997. The increase is the result of the efforts to build the market for gene probe products used for the monitoring of patients and the classification of viral diseases. One of the important functions of these products is monitoring the development of resistant mutations of the HIV virus and using this information to select therapies. The $53,000 increase in net interest expense from $236,000 for the quarter ended March 31, 1997 to $289,000 for the quarter ended March 31, 1998 was due to the Company's overall increase in borrowings, particularly via the line of credit with Bank of America. -13- INTERNATIONAL MUREX TECHNOLOGIES CORPORATION Form 10-Q for the Three Months Ended March 31, 1998 Part II - Other Information ----------------------------------------------------------------- ITEM 1 - LEGAL PROCEEDINGS As previously discussed, MDC, a subsidiary within the Murex Group, had been pursuing a patent infringement suit against Abbott. MDC was seeking injunctive relief against Abbott and damages for infringement of a patent. On March 31, 1998, pursuant to the Acquisition Agreement, MDC ceased actively prosecuting the litigation against Abbott and asked the court to stay the litigation. Since control of IMTC by Abbott was acquired on or about April 17, 1998, the parties shall take all steps necessary to dismiss with prejudice this litigation. ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS On or before February 11, 1998, 100,000 warrants were exercised and unregistered securities were issued, pursuant to Section 4(2) of the Securities Act of 1933. These warrants, which were exercisable for a period of two years from February 12, 1996, were issued in two lots of 50,000 with exercise prices of $4.50 and $5.50 per share, therefore, the aggregate exercise price was $500,000. The proceeds were used for general working capital. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 1. Exhibits None. 2. Reports on Form 8-K Current report on Form 8-K dated April 17, 1998 declaring a Change in Control of Registrant pursuant to an Acquisition Agreement dated as of March 13, 1998 among International Murex Technologies Corporation, Abbott Laboratories and AAC Acquisition Ltd., an indirect wholly- owned subsidiary of Abbott. -14- 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. INTERNATIONAL MUREX TECHNOLOGIES CORPORATION (Registrant) Date: May 15, 1998 By: /s/ C. Robert Cusick ------------- ---------------------------------- C. Robert Cusick, Vice Chairman President & CEO Date: May 15, 1998 By: /s/ Steve C. Ramsey ------------- ----------------------------------- Steven C. Ramsey, Vice President & CFO -15- EXHIBIT INDEX Exhibit Description ------- ----------- 27 Financial Data Schedule EX-27 2 ART 5 FDS FOR 1ST QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENTS OF OPERATIONS, BALANCE SHEETS, STATEMENTS OF STOCKHOLDERS' EQUITY AND STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1998 MAR-31-1998 5,986 0 39,259 (3,000) 22,687 69,414 31,074 (16,942) 93,959 23,132 0 0 0 85,498 (29,456) 93,959 22,660 23,635 9,953 15,489 71 0 289 (2,025) 47 (2,072) 0 0 0 (2,072) (.12) (.12)
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