-----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, U1ar6hGgy7rQ3dZoUtuREGogQ+6lOkYffWBXr2zXnVC9jzjbhb3R0kYQAHuxRoTZ 05YqsfI/OvneW2zLF1RB/Q== 0000895345-96-000170.txt : 19960731 0000895345-96-000170.hdr.sgml : 19960731 ACCESSION NUMBER: 0000895345-96-000170 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960730 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEUROMEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000866933 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 133526980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-97722 FILM NUMBER: 96601217 BUSINESS ADDRESS: STREET 1: TWO EXECUTIVE BLVD STE 306 CITY: SUFFERN STATE: NY ZIP: 10901 BUSINESS PHONE: 9143683600 MAIL ADDRESS: STREET 1: TWO EXECUTIVE BLVD STREET 2: SUITE 306 CITY: SUFFERN STATE: NY ZIP: 10901-4164 424B3 1 Filed pursuant to Rule 424(b)(3) Registration Statement No.: 33-97722 Prospectus Supplement No. 8, dated July 30, 1996 (To Prospectus dated December 7, 1995, as supplemented on January 17, February 20, April 2, May 6, May 16, May 23 and July 16, 1996) NEUROMEDICAL SYSTEMS, INC. Common Stock Par Value $.0001 Per Share On July 29, 1996, the Company announced results for its second quarter ending June 30, 1996. Revenues for the second quarter were $1,017,000, an increase of 81% from $563,000 for the second quarter of 1995. Of such revenues, $985,000 represented per slide charges for the screening of Pap smears, and the balance of such revenues represented lease payments on PAPNET(registered trademark) Review Stations. The Company reported a net loss for the second quarter of 1996 of $7,378,000, or $.25 per share, compared to a net loss of $5,060,000, or $.30 per share (on a pro forma basis), for the second quarter of 1995. For the six month period ended June 30, 1996, revenues were $1,668,000, an increase of 56% from $1,067,000 during the corresponding period of 1995. The Company reported a net loss for the first six months of 1996 of $14,225,000, or $.49 per share, compared to a net loss of $8,920,000, or $.53 per share (on a pro forma basis), for the corresponding period of 1995. The Company's efforts during the first half of 1996 were focused on building distribution for PAPNET(registered trademark) testing in the United States. During the second quarter, the Company increased the number of U.S. laboratories able to provide PAPNET(registered trademark) testing by 49, bringing the total number of U.S. facilities offering the test as of June 30, 1996 to 138. During the second quarter, the Company scanned Pap smears from 75 different laboratories in 34 states. The Company increased its world-wide marketing and sales organization by 12 during the quarter to a total of 53 persons. The Company expects to start direct-to-consumer advertising later this year. The Company continued to expand its international laboratory distribution. PAPNET(registered trademark) testing is now available in 21 countries worldwide. By the end of the second quarter, seven new laboratories were added in Australia, bringing the total to ten laboratories offering PAPNET(registered trademark) testing in Australia. PAPNET(registered trademark) testing is now offered in every Australian state. In Asia, the Company continued to expand its business in Hong Kong and intends to expand its coverage in other Chinese speaking markets. During the first half, the Company began to receive limited revenue slides from nine laboratories in mainland China. PAPNET(registered trademark) is also available through 30 laboratories in European countries. The increased net loss during 1996 for both the second quarter and the six month period, compared to the corresponding periods of 1995, was due primarily to an increase in marketing and sales expenses associated with the launch of the PAPNET(registered trademark) Testing System in the United States following clearance by the FDA in November 1995. In addition, the Company's cost of sales, research and development and general and administrative expenses also increased during 1996, although at a slower rate than sales and marketing expenses. These increases were due primarily to the expansion of the administrative and technical infrastructure of the Company to support commercial activities in both the United States and overseas, along with expenses associated with the requirements of being a public company following the Company's initial public offering in December 1995. Safe Harbor Statement --------------------- Statements which are not historical facts, including statements about the Company's confidence and strategies and its expectations about new and existing products, technologies and opportunities, market growth, demand for and acceptance of new and existing products (including the PAPNET(registered trademark) Testing System) and returns on investments are forward looking statements that involve risks and uncertainties. These include, but are not limited to, the Company's continuing negative operating cash flow, reliance on a single product, competition, dependence on key personnel, the impact on the Company of territorial license agreements, dependence on patents and proprietary technology, government regulation, limited marketing and sales history, the impact of third-party reimbursement decisions, the risk of litigation and other risks detailed in the Company's Securities and Exchange Commission filings, including its Annual Report on Form 10-K for the year ended 1995. NEUROMEDICAL SYSTEMS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 30, DECEMBER 31, ------------- ------------- 1996 1995 ------------- ------------- ASSETS Cash and marketable securities $ 95,827,000 $ 114,143,000 Other current assets 2,186,000 1,601,000 Property, plant and equipment, net 14,608,000 11,216,000 Other assets 1,311,000 388,000 ------------- ------------- Total Assets $ 113,932,000 $ 127,348,000 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 6,511,000 $ 6,631,000 Other liabilities 6,120,000 6,050,000 Stockholders' equity 101,301,000 114,667,000 ------------- ------------- Total Liabilities and Stockholders' Equity $ 113,932,000 $ 127,348,000 ============= =============
NEUROMEDICAL SYSTEMS, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------- ------------------------- 1996 1995 1996 1995 ------------ ------------ ------------ ----------- REVENUES $ 1,017,000 $ 563,000 $ 1,668,000 $ 1,067,000 ------------ ------------ ------------ ----------- COSTS AND EXPENSES Costs of product sales 1,933,000 1,641,000 3,624,000 2,894,000 Research and development 1,529,000 1,362,000 3,079,000 2,557,000 Marketing and sales 3,856,000 1,221,000 7,373,000 2,112,000 General and administrative 1,815,000 1,189,000 3,556,000 2,366,000 ------------ ------------ ------------ ----------- Total Costs and Expenses 9,133,000 5,413,000 17,632,000 9,929,000 ------------ ------------ ------------ ----------- Other income (expense), net 738,000 (210,000) 1,739,000 (58,000) ------------ ------------ ------------ ----------- NET LOSS $ (7,378,000) $ (5,060,000) $(14,225,000) $(8,920,000) ============ ============ ============ =========== NET LOSS PER SHARE (1) $ (0.25) $ (0.30) $ (0.49) $ (0.53) ============ ============ ============ =========== WEIGHTED AVERAGE SHARES OUTSTANDING 29,089,000 16,848,000 28,949,000 16,805,000 ============ ============ ============ =========== (1) 1995 on a pro forma basis
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