-----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, BuRJpM0cfKDwfpYjl4PVLh/OVf/h8t8tqa5mDbN1ChJrAGxMyVQbBkNqtw98E927 moyOxOvvsdsZOu0dHAcjbg== 0000950123-97-003968.txt : 19970509 0000950123-97-003968.hdr.sgml : 19970509 ACCESSION NUMBER: 0000950123-97-003968 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970508 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: I STAT CORPORATION /DE/ CENTRAL INDEX KEY: 0000882365 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 222542664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19841 FILM NUMBER: 97597854 BUSINESS ADDRESS: STREET 1: 303A COLLEGE RD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6092439300 MAIL ADDRESS: STREET 1: 303 COLLEGE ROAD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 10-Q 1 I-STAT CORPORATION QUARTERLY REPORT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 Commission File Number 0-19841 i-STAT CORPORATION (Exact name of registrant as specified in its charter) Delaware 22-2542664 - -------- ---------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) Identification No.) 303 College Road East, Princeton, New Jersey 08540 (Address of Principal Executive Offices) (Zip Code) (609) 243-9300 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of each of the Issuer's classes of common stock as of the latest practicable date. Class April 30, 1997 - ----- -------------- Common Stock, $ .15 par value 11,281,766 2 i-STAT CORPORATION TABLE OF CONTENTS ----------------- PAGE NUMBER ------ PART I FINANCIAL INFORMATION ITEM 1 - Financial Statements Consolidated Condensed Statements of Operations for the three months ended March 31, 1997 and 1996......................... 3 Consolidated Condensed Balance Sheets as of March 31, 1997 and December 31, 1996................... 4 Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 1997 and 1996......................... 5 Notes to Consolidated Condensed Financial Statements............ 6-7 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 8-10 PART II OTHER INFORMATION ITEM 1 - Legal Proceedings ..................................... 11 ITEM 6 - Exhibits and Reports on Form 8-K ...................... 12 SIGNATURES ................................................................ 13 2 3 i-STAT CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA) (unaudited)
Three Months Ended March 31, --------------------------------- 1997 1996 ------------ ------------ Net sales ............................ $ 7,806 $ 6,411 Cost of sales ........................ 6,333 5,799 ------------ ------------ Gross profit ........... 1,473 612 ------------ ------------ Operating expenses: Research and development ........ 1,619 1,320 General and administrative ...... 1,457 1,102 Sales and marketing ............. 2,732 3,077 ------------ ------------ Total operating expenses .... 5,808 5,499 ------------ ------------ Operating loss ......... (4,335) (4,887) ------------ ------------ Other income (expense), net .......... 342 600 ------------ ------------ Net loss ............................. ($ 3,993) ($ 4,287) ============ ============ Net loss per share ................... ($ 0.30) ($ 0.32) ============ ============ Shares used in computing net loss per share .............. 13,362,138 13,284,845 ============ ============
The accompanying notes are an integral part of these consolidated condensed financial statements. 3 4 i-STAT CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA) (unaudited)
March 31, December 31, 1997 1996 ---------- ------------ ASSETS Current assets: Cash and cash equivalents ........................................ $ 23,801 $ 28,417 Accounts receivable, net ......................................... 3,485 4,948 Inventories ...................................................... 9,283 7,788 Prepaid expenses and other current assets ........................ 836 955 ---------- ------------ Total current assets ......................................... 37,405 42,108 Plant and equipment, net of accumulated depreciation of $13,426 and $12,564 .............................................. 12,021 11,534 Other assets .......................................................... 1,567 1,723 ---------- ------------ Total assets ................................................. $ 50,993 $ 55,365 ========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ................................................. $ 1,965 $ 1,537 Accrued expenses ................................................. 3,643 3,754 Deferred revenue, current ........................................ 2,464 3,240 ---------- ------------ Total current liabilities .................................... 8,072 8,531 Stockholders' equity: Preferred Stock, $.10 par value, shares authorized 7,000,000: Series A Junior Participating Preferred Stock, $.10 par value, 1,500,000 shares authorized; none issued ..................... -- -- Series B Preferred Stock, $.10 par value, 2,138,702 shares authorized and issued ....................... 214 214 Common Stock, $.15 par value, shares authorized 25,000,000; shares issued 11,225,920 at March 31, 1997 and 11,215,214 at December 31, 1996 ............................................ 1,684 1,682 Additional paid-in capital ....................................... 186,534 186,434 Other, net ....................................................... (218) (196) Accumulated deficit .............................................. (145,293) (141,300) ---------- ------------ Total stockholders' equity ................................... 42,921 46,834 ---------- ------------ Total liabilities and stockholders' equity ................... $ 50,993 $ 55,365 ========== ============
The accompanying notes are an integral part of these consolidated condensed financial statements. 4 5 i-STAT CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (IN THOUSANDS OF DOLLARS) (unaudited)
Three Months Ended March 31, -------------------------- 1997 1996 -------- -------- Cash flows from operating activities: Net loss ...................................................... ($ 3,993) ($ 4,287) Adjustments to reconcile net loss to net cash used in operating activities ................................................. 107 (6) Change in assets and liabilities .............................. 574 320 -------- -------- Net cash used in operating activities ...................... (3,312) (3,973) -------- -------- Cash flows from investing activities: Sale of investments ........................................... -- 2,025 Purchase of equipment ......................................... (1,349) (1,197) Other ......................................................... (29) (36) -------- -------- Net cash provided by (used in) investing activities ........ (1,378) 792 -------- -------- Cash flows from financing activities: Proceeds from sale of Common Stock ............................ 102 257 -------- -------- Net cash provided by financing activities .................. 102 257 -------- -------- Effect of currency exchange rate changes on cash ................. (28) (74) -------- -------- Net decrease in cash and cash equivalents ........................ (4,616) (2,998) Cash and cash equivalents at beginning of period ................. 28,417 47,494 -------- -------- Cash and cash equivalents at end of period ....................... $ 23,801 $ 44,496 ======== ========
The accompanying notes are an integral part of these consolidated condensed financial statements. 5 6 i-STAT CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited) 1. BASIS OF PRESENTATION The information presented as of March 31, 1997 and 1996, and for the periods then ended, is unaudited, but includes all adjustments (consisting only of normal recurring accruals) which the management of i-STAT Corporation (the "Company") believes to be necessary for the fair presentation of results for the periods presented. The results for the interim periods are not necessarily indicative of results to be expected for the year. The year end consolidated condensed balance sheet data was derived from the audited financial statements, but does not include all disclosures required by generally accepted accounting principles. These condensed financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 1996, including the Notes thereto, which were included as part of the Company's Annual Report on Form 10-K, File No. 0-19841. 2. NET LOSS PER SHARE Net loss per share is calculated using the weighted average number of common shares and preferred shares outstanding for all periods presented. Preferred shares have been included in the calculation since their date of issuance as they are convertible into common shares on a 1:1 basis and have substantially the same characteristics as common stock. Options outstanding are not included in the calculation as they are anti-dilutive. In February 1997, the Financial Accounting Standards Board issued SFAS No. 128 - "Earnings Per Share" which specifies computation and disclosure requirements for earnings per share and is effective for financial statements issued after December 15, 1997. The Company does not anticipate that there will be a financial impact from the implementation of this standard when adopted. 3. INVENTORIES Inventories consist of the following:
March 31, 1997 December 31, 1996 -------------- ----------------- (In thousands of dollars) Raw materials $3,039 $2,477 Work in process 1,936 1,596 Finished goods 4,308 3,715 ------ ------ $9,283 $7,788 ====== ======
4. COMMITMENTS AND CONTINGENCIES The Company is a defendant in a case entitled Nova Biomedical Corporation, Plaintiff v. i-STAT Corporation, Defendant. The Complaint, which was filed in the United States District Court for the District of Massachusetts on June 27, 1995, alleges infringement by i-STAT of Nova's U.S. Patent No. 4,686,479. The Plaintiff seeks unspecified damages and that the damages be trebled. Nova also is asking for attorneys' fees and prejudgment interest. The case currently is in the preliminary stages of discovery. The Company is contesting the case vigorously and does not believe that it has infringed the Nova patent. The Company has obtained an opinion from recognized patent counsel to the effect that no infringement has occurred. However, if the plaintiff should prevail in this matter, it could have a material impact on the financial position, results of operations and cash flows of the Company. The Company has asserted counterclaims under the antitrust laws alleging that Nova commenced the action knowing that the patent was not infringed and that it had reason to believe that the patent was invalid and unenforceable. 6 7 i-STAT CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited) (continued) The Company is a defendant in a class action complaint entitled Susan Kaufman, on behalf of herself and all others similarly situated, Plaintiff, v. i-STAT Corporation, William P. Moffitt, Lionel N. Sterling, Imants R. Lauks and Matthias Plum, Jr. The class action was brought by Susan Kaufman on her behalf and on behalf of all purchasers of the Company's Common Stock between May 9, 1995 and March 19, 1996. The complaint, which was filed in the Superior Court of New Jersey in Mercer County on June 19, 1996, alleges New Jersey common law "fraud on the market" in connection with certain sales of i-STAT stock by the Company's chief executive officer, chief technology officer and two outside directors during a nine-month period. The plaintiffs seek unspecified compensatory damages, interest and payment of all costs and expenses incurred in connection with the class action. The Company believes the complaint is without merit and intends to vigorously contest it. However, if the plaintiff should prevail in this matter, it could have a material impact on the financial position, results of operation and cash flows of the Company. The Company is a defendant in a case entitled Customedix Corporation, Plaintiff v. i-STAT Corporation, Defendant. The Complaint, which was filed in the United States District Court for the District of Connecticut on December 26, 1996, alleges infringement by i-STAT of Customedix's U.S. Patent No. 4,342,964. The Plaintiff seeks injunctive relief and an accounting for i-STAT's profits and the damages to Customedix from such alleged infringement. The case currently is in the preliminary stages of discovery. The Company intends to contest the case vigorously and does not believe that it has infringed the Customedix patent. The Company has obtained an opinion from recognized patent counsel to the effect that no infringement has occurred. However, if the plaintiff should prevail in this matter, it could have a material impact on the financial position, results of operation and cash flows of the Company. 7 8 i-STAT CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Company develops, manufactures and markets medical diagnostic products for blood analysis that provide healthcare professionals with immediate and accurate critical diagnostic information at the point of patient care. The Company markets and distributes its products in the United States and Canada principally through its own direct sales and marketing organization, in Japan through Japanese marketing partners and in South America through selected distribution channels. In February 1996, the Hewlett Packard Company ("HP") began marketing and distributing the Company's products in Europe through distribution arrangements with the Company. In April 1996, the Company and HP entered into a marketing agreement pursuant to which HP and the Company have begun to jointly market the Company's products into the critical care departments of hospitals in the United States which meet certain criteria. The Company is actively planning market introduction into other foreign markets, including but not limited to, through its arrangements with HP. The Company's revenues are affected principally by the number of hospitals using the i-STAT System and the rate at which i-STAT's disposable cartridges are used by these hospitals. This, in turn, is highly dependent upon the willingness of hospitals to adapt their traditional blood diagnostic testing approaches to the point-of-care system advocated by the Company. During 1996 the Company began to focus its marketing efforts primarily on potential large scale adopters of the i-STAT System. Such high volume customers tend to require a longer sales cycle because the objective is to have these customers re-engineer or replace their "stat" lab departments with the i-STAT System rather than use the i-STAT System as a supplement to their existing arrangements. To further this strategy, the Company has recently expanded its policy of offering substantial price discounts to high volume users. The Company believes that this strategy will accelerate the rate of market penetration for its products and thus have a beneficial long-term effect upon revenue growth. However, the near-term rate of growth in sales revenue and gross margin will be adversely impacted by both the longer sales cycle and the lower cartridge prices that such high volume customers may receive. The first beneficiaries of the Company's recent expanded pricing strategy will be existing customers who already exceed the new volume discount thresholds. These customers represented approximately 22.6% of 1996 worldwide cartridge sales volume. It is possible that this percentage will rapidly increase because there are other existing customers which will qualify for the lower pricing by making incremental volume purchase commitments. These volume discounts only will be provided to customers who commit to purchase 30,000 or more cartridges per year, with the highest discounts going to purchasers of 80,000 or more cartridges per year. The Company believes that the gross margin impact of lowering the selling price for high volume customers can be more than offset by lower manufacturing costs per cartridge produced as a result of the incremental cartridge sales volume generated by the expanded pricing strategy. However, the benefits from any such incremental sales volume will not be immediately realizable because of the long sales and implementation cycle involved. The Company anticipates that, during the second half of 1997, additional revenues will be realized from the planned introduction of the HP Integrated Analyzer. However, the extent of the impact upon revenues will be affected by both the timing of such introduction and the likelihood that some of the initial purchasers of the Integrated Analyzer will be existing users of the hand-held analyzer sold by the Company. Therefore, net cartridge revenue growth attributable to usage of the HP Integrated Analyzer may not, in the near term, be significant. This management's discussion and analysis of financial condition and results of operation contains both historical financial information and forward looking statements. The Company operates in a high technology, emerging market environment that involves significant risks and uncertainties which may cause actual results to vary from such forward looking statements and to vary significantly from reporting period to reporting period. These risks include, among others, competition from existing manufacturers and marketers of blood analysis products who have greater resources than the Company, the uncertainty of new product development initiatives, difficulties in transferring new technology to the manufacturing stage, market resistance to new products and point-of-care blood diagnosis, domestic and international regulatory constraints, uncertainties of international trade, pending and potential disputes concerning ownership of intellectual property, dependence upon strategic corporate partners for assistance in development of new markets and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. 8 9 i-STAT CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1997 The Company generated revenues of approximately $7.8 million and $6.4 million for the three months ended March 31, 1997 and 1996, respectively, including international revenues (as a percentage of total revenues) of $2.3 million (28.9%) and $2.5 million (38.6%), respectively. Sales to the Company's Japanese marketing partners represented approximately 21.8% and 30.6% of the Company's worldwide sales for the three months ended March 31, 1997 and 1996, respectively (including deferred Japanese revenue of approximately $0.8 million in each period). The $1.4 million (21.8%) increase in revenues was primarily due to increased shipment volume of the Company's cartridges reflecting higher cartridge consumption by existing hospital customers and the addition of new hospital customers in the U.S. and internationally. Worldwide cartridge shipments increased 52.3% to 943,975 units in the three months ended March 31, 1997, from 619,725 units in the three months ended March 31, 1996. Revenues from the increased cartridge shipments were partially offset by lower worldwide average selling prices per cartridge, which declined from approximately $5.78 to $5.64 per cartridge in the same periods. Cartridge average selling prices are expected to continue to decline as the customer mix shifts to higher volume customers that receive lower cartridge list prices. The increase in cartridge revenues was partially offset by a decrease in analyzer revenues.Worldwide analyzer sales in the first quarter of 1997 decreased (27.3%) to 437 units from 601 units for the three months ended March 31, 1996. All of the decrease in analyzer sales volume occurred in international markets; analyzer sales volume in the U.S. increased. The higher international analyzer sales volumes in the first quarter of 1996 primarily reflect the introduction of the Company's new arterial blood gas cartridges in Japan and initial stocking and demonstration orders from HP as it commenced the start-up of European operations. The decrease in analyzer sales volume was partially offset by higher worldwide average selling prices per analyzer in the three months ended March 31, 1997. The Company experienced a gross profit of $1.5 million in the quarter ended March 31, 1997 compared with a gross profit of $0.6 million in the quarter ended March 31, 1996. The improvement in gross margin was primarily due to increased shipment volume of the Company's cartridges. To the extent that sales volume increases, the Company expects its gross profit to improve as manufacturing costs (including direct labor and a large component of overhead) are spread over a larger number of product units. The improvement in gross margin also reflects improvements in factory yields and productivity. The Company incurred research and development costs (as a percentage of sales) of approximately $1.6 million (20.7%) and $1.3 million (20.6%) for the three months ended March 31, 1997 and 1996, respectively, consisting of costs associated with the personnel, material, equipment and facilities necessary for conducting new product development. The Company's current research and development program includes the development of tests for the measurement of creatinine, ionized magnesium and coagulation, which are scheduled to move into the production phase over the next ten to sixteen months. The Company also is studying the development of tests to measure enzymes, hematology parameters (such as platelets and white blood cell counts) and other analytes. Consequently, research and development expenditures are expected to increase significantly during 1997 - 1999. The amount and timing of such increase will depend upon numerous factors including the level of activity at any point in time, the breadth of the Company's development objectives, the availability of capital to fund new product development and the success of its development programs. 9 10 i-STAT CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) The Company incurred general and administrative expenses (as a percentage of sales) of approximately $1.5 million (18.7%) and $1.1 million (17.2%) for the three months ended March 31, 1997 and 1996, respectively. General and administrative expenses consisted primarily of salaries and benefits of personnel, office costs, professional fees and other costs necessary to support the Company's infrastructure. The increase primarily reflects the Company's increased need for management personnel and other services to support its continuing growth. The Company incurred sales and marketing expenses (as a percentage of sales) of approximately $2.7 million (35.0%) and $3.1 million (48.0%) for the three months ended March 31, 1997 and 1996, respectively, consisting primarily of salaries, benefits, travel, and other expenditures for sales representatives, product literature, market research, clinical studies and other sales and marketing costs. The decrease in other income (expense), net, to $0.3 million for the three months ended March 31, 1997, from $0.6 million for the three months ended March 31, 1996, primarily reflects lower interest income earned on lower cash and cash equivalents balances in 1997. Interest income is expected to continue to decline in the near future as cash and cash equivalent balances decline. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1997, the Company had cash and cash equivalents of approximately $23.8 million, a decline of $4.6 million from the December 31, 1996 balance of approximately $28.4 million, primarily reflecting approximately $3.3 million of cash used in operating activities and equipment purchases of approximately $1.3 million during the three months ended March 31, 1997. Working capital declined by approximately $4.2 million from $33.5 million to $29.3 million during the same period, primarily reflecting the decline in cash and cash equivalents. The Company expects its existing funds to be sufficient to meet its obligations and its liquidity and capital requirements for the near term. The Company's liquidity and capital requirements depend upon numerous factors, including the results of its product marketing and sales activities, its new product development efforts, manufacturing efficiencies and competitive conditions. In order to enable the Company to pursue its strategic objectives which will require, among other things, additional investment in research and development and continued investment in commercialization programs, the Company expects to add to its working capital position during 1997 by raising additional funding from the sale of debt and/or equity securities or through licensing or joint venture arrangements. The nature, scope, terms and timing of any such financing or other arrangements will depend upon various factors, including the condition of the capital markets, and there can be no assurance that the Company will be successful in adding to its working capital or will be able to do so upon favorable terms. 10 11 i-STAT CORPORATION PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is a defendant in a case entitled Nova Biomedical Corporation, Plaintiff v. i-STAT Corporation, Defendant. The Complaint, which was filed in the United States District Court for the District of Massachusetts on June 27, 1995, alleges infringement by i-STAT of Nova's U.S. Patent No. 4,686,479. The Plaintiff seeks unspecified damages and that the damages be trebled. Nova also is asking for attorneys' fees and prejudgment interest. The case currently is in the preliminary stages of discovery. The Company is contesting the case vigorously and does not believe that it has infringed the Nova patent. The Company has obtained an opinion from recognized patent counsel to the effect that no infringement has occurred. However, if the plaintiff should prevail in this matter, it could have a material impact on the financial position, results of operations and cash flows of the Company. The Company has asserted counterclaims under the antitrust laws alleging that Nova commenced the action knowing that the patent was not infringed and that it had reason to believe that the patent was invalid and unenforceable. The Company is a defendant in a class action complaint entitled Susan Kaufman, on behalf of herself and all others similarly situated, Plaintiff, v. i-STAT Corporation, William P. Moffitt, Lionel N. Sterling, Imants R. Lauks and Matthias Plum, Jr. The class action was brought by Susan Kaufman on her behalf and on behalf of all purchasers of the Company's Common Stock between May 9, 1995 and March 19, 1996. The complaint, which was filed in the Superior Court of New Jersey in Mercer County on June 19, 1996, alleges New Jersey common law "fraud on the market" in connection with certain sales of i-STAT stock by the Company's chief executive officer, chief technology officer and two outside directors during a nine-month period. The plaintiffs seek unspecified compensatory damages, interest and payment of all costs and expenses incurred in connection with the class action. The Company believes the complaint is without merit and intends to vigorously contest it. However, if the plaintiff should prevail in this matter, it could have a material impact on the financial position, results of operation and cash flows of the Company. The Company is a defendant in a case entitled Customedix Corporation, Plaintiff v. i-STAT Corporation, Defendant. The Complaint, which was filed in the United States District Court for the District of Connecticut on December 26, 1996, alleges infringement by i-STAT of Customedix's U.S. Patent No. 4,342,964. The Plaintiff seeks injunctive relief and an accounting for i-STAT's profits and the damages to Customedix from such alleged infringement. The case currently is in the preliminary stages of discovery. The Company intends to contest the case vigorously and does not believe that it has infringed the Customedix patent. The Company has obtained an opinion from recognized patent counsel to the effect that no infringement has occurred. However, if the plaintiff should prevail in this matter, it could have a material impact on the financial position, results of operation and cash flows of the Company. 11 12 i-STAT CORPORATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3.1 Restated Certificate of Incorporation (Form S-8/S-3 Registration Statement, File No. 33-48889)* 3.2 By-Laws (Form 10-K for fiscal year ended December 31, 1996)* 3.3 Certificate of Designation, Preferences and Rights of Series A Preferred Stock (Form 8-K, dated July 10, 1995 and amended on September 11, 1995)* 3.4 Certificate of Designation, Preferences and Rights of Series B Preferred Stock (Form 8-K, dated July 10, 1995 and amended on September 11, 1995)* 4.1 Stockholder Protection Agreement, dated as of June 26, 1995, between Registrant and First Fidelity Bank, National Association (Form 8-K, dated July 10, 1995 and amended on September 11, 1995)* 27 Financial Data Schedule * These items are hereby incorporated by reference from the exhibits of the filing or report indicated (except where noted, Commission File No. 0-19841) and are hereby made a part of this Report. (b) Reports on Form 8-K During the quarter for which this Report on Form 10-Q is filed, no reports on Form 8-K were filed. 12 13 i-STAT CORPORATION 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. DATE: May 8, 1997 i-STAT CORPORATION (Registrant) BY: /s/William P. Moffitt --------------------- William P. Moffitt President and Chief Executive Officer (Principal Executive Officer) BY: /s/Roger J. Mason --------------------- Roger J. Mason Vice President of Finance, Treasurer and Chief Financial Officer (Principal Financial Officer and Accounting Officer) 13 14 EXHIBIT INDEX
Exhibit No. Description - -------- ----------- 27 Financial Data Schedule
EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 23,801 0 3,585 (100) 9,283 37,405 25,447 (13,426) 50,993 8,072 0 0 214 1,684 41,023 50,993 7,806 7,806 6,333 6,333 0 0 0 (3,993) 0 0 0 0 0 (3,993) (.30) 0
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