-----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, NLcGlrsJaLDuzHcVURNdMb0QvrlDzDn9kjor/YEsR7YY5ShXt3xLs4iVoHmrMZnQ cs5Fw9WF3qhwPIjxP4DDAA== 0000897101-98-000029.txt : 19980115 0000897101-98-000029.hdr.sgml : 19980115 ACCESSION NUMBER: 0000897101-98-000029 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971130 FILED AS OF DATE: 19980114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELOX LABORATORIES INC CENTRAL INDEX KEY: 0000883720 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 363384240 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-19866 FILM NUMBER: 98506727 BUSINESS ADDRESS: STREET 1: 1311 HELMO AVE CITY: ST PAUL STATE: MN ZIP: 55128 BUSINESS PHONE: 6127301500 MAIL ADDRESS: STREET 1: 1311 HELMO AVE CITY: ST PAUL STATE: MN ZIP: 55128 FORMER COMPANY: FORMER CONFORMED NAME: CELOX CORPORATION DATE OF NAME CHANGE: 19930328 10QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (X) Quarterly report under Section 13 of 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended NOVEMBER 30, 1997 or ( ) Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . --------------- --------------- Commission file number 0-19866 ---------------- CELOX LABORATORIES, INC. (Exact name of small business issuer as specified in its charter) MINNESOTA 36-3384240 - ----------------------------------- --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1311 HELMO AVENUE, SAINT PAUL, MINNESOTA 55128 - ------------------------------------------- ------------- (Address of principal executive offices) (Zip Code) Issuers telephone number, including area code: (612) 730-1500 Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the past 12 months (or for such shorter periods that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ___X___ No _______ State the number of shares outstanding of each the issuer's classes of common equity, as of the latest practicable date. THE NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OUTSTANDING ON DECEMBER 31, 1997 WAS 2,742,169. Transitional small business format disclosure: Yes _______ No ___X___ Table of Contents CELOX LABORATORIES, INC. Report on Form 10-QSB for fiscal quarter ended November 30, 1997 PART I -- FINANCIAL INFORMATION Page ---- ITEM 1. Financial Statements Balance Sheet as of August 31, 1997 and November 30, 1997 3 Statement of Operations -- Three months ended November 30, 1997 and November 30, 1996 5 Statement of Changes in Shareholders' Equity for the year ended August 31, 1997 and the three months ended November 30, 1997 6 Statement of Cash Flows -- Three months ended November 30, 1997 and November 30, 1996 7 Notes to Financial Statements 8 ITEM 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 10 PART II -- OTHER INFORMATION 14 PART I -- FINANCIAL INFORMATION ITEM 1 -- FINANCIAL STATEMENTS CELOX LABORATORIES, INC. BALANCE SHEET November 30, August 31, ASSETS 1997 1997 ----------- ----------- CURRENT ASSETS Cash and cash equivalents $ 309,491 $ 408,274 Certificates of deposit 736,886 737,119 Trade receivables 78,934 26,562 Investor settlement receivable -- current 6,639 22,446 Accrued interest receivable 20,841 16,956 Inventories 43,891 46,855 Prepaid expenses 626 1,058 ----------- ----------- Total current assets 1,197,308 1,259,270 ----------- ----------- EQUIPMENT AND LEASEHOLD IMPROVEMENTS Laboratory and production equipment 204,882 204,882 Office furniture and equipment 88,131 78,764 Leasehold improvements 115,558 115,558 ----------- ----------- 408,571 399,204 Less accumulated depreciation (240,110) (229,010) ----------- ----------- 168,461 170,194 OTHER ASSETS Patents, net 18,237 18,789 ----------- ----------- TOTAL ASSETS $ 1,384,006 $ 1,448,253 =========== =========== See Notes to Financial Statements. CELOX LABORATORIES, INC. BALANCE SHEET November 30, August 31, LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1997 ----------- ----------- CURRENT LIABILITIES Accounts payable $ 31,381 $ 26,321 Accrued liabilities 33,300 31,246 Bank note payable - current 90,915 94,879 ----------- ----------- Total current liabilities 155,596 152,446 ----------- ----------- SHAREHOLDERS' EQUITY Common stock 27,422 27,422 Additional contributed capital 5,251,756 5,251,756 ----------- ----------- 5,279,178 5,279,178 Accumulated deficit (4,050,768) (3,983,371) ----------- ----------- Total Shareholders' Equity 1,228,410 1,295,807 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,384,006 $ 1,448,253 =========== =========== See Notes to Financial Statements. CELOX LABORATORIES, INC. STATEMENT OF OPERATIONS - ------------------------------------------------------------------------------- Three months ended November 30, November 30, 1997 1996 - ------------------------------------------------------------------------------- REVENUES Net sales $ 104,497 $ 85,705 Cost of products sold 48,804 39,667 - ------------------------------------------------------------------------------- GROSS MARGIN 55,693 46,038 - ------------------------------------------------------------------------------- OPERATING EXPENSES Research and development 16,220 19,794 Marketing and sales 45,443 30,340 Administration 78,340 81,016 - ------------------------------------------------------------------------------- Total operating expenses 140,003 131,150 OPERATING LOSS (84,310) (85,112) OTHER INCOME (EXPENSE) Interest and investment income 14,496 19,574 Other income 4,250 1,041 Interest Expense (1,833) 0 - ------------------------------------------------------------------------------- Total other income, net 16,913 20,615 NET LOSS $ (67,397) $ (64,497) =============================================================================== LOSS PER COMMON SHARE $ (0.02) $ (0.02) =============================================================================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2,742,169 2,742,169 =============================================================================== See Notes to Financial Statements. CELOX LABORATORIES, INC. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------------- Additional Unrealized Common Stock Paid-in Accumulated Gain on Inv. ---------------------- Capital Deficit Avail. for Total Shares Amount Sale - ------------------------------------------------------------------------------------------------------------------------- BALANCE AT AUGUST 31, 1995 2,742,169 $27,422 $5,251,756 ($3,210,874) $38,798 $2,107,102 Net change in unrealized (38,798) (38,798) gains for the year Net loss for the period (384,024) (384,024) - ------------------------------------------------------------------------------------------------------------------------- BALANCE AT AUGUST 31, 1996 2,742,169 $27,422 $5,251,756 ($3,594,898) $0 $1,684,280 Net loss for the period (388,473) (388,473) - ------------------------------------------------------------------------------------------------------------------------- BALANCE AT AUGUST 31, 1997 2,742,169 $27,422 $5,251,756 ($3,983,371) $0 $1,295,807 Net loss for the period (67,397) (67,397) - ------------------------------------------------------------------------------------------------------------------------- BALANCE AT NOVEMBER 30, 1997 2,742,169 $27,422 $5,251,756 ($4,050,768) $0 $1,228,410
See Notes to Financial Statements. CELOX LABORATORIES, INC. STATEMENT OF CASH FLOWS
Three months ended November 30, ------------------------ 1997 1996 - ---------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss for the period $(67,397) $(64,497) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 11,100 9,989 Amortization of ViaStem(TM)patent 552 0 Deferred rent expense 0 (773) Changes in assets and liabilities: (Increase) decrease in: Accounts receivable (52,371) (9,872) Accrued interest receivable (3,884) 11,491 Inventories 2,965 13,139 Prepaid expenses 432 (6,534) Increase (decrease) in: Accounts payable 5,060 (9,059) Accrued liabilities 2,052 (377) - ---------------------------------------------------------------------------------------------------------- Net cash used in operating activities (101,491) (56,492) - ---------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Maturity (Purchase) of bank certificates of deposit, net 233 478,658 Proceeds from investor settlement receivables 15,807 57,328 Capital expenditures (9,367) 0 - ---------------------------------------------------------------------------------------------------------- Net cash from (used for) investing activities 6,673 535,986 - ---------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING: Principal payments on bank note payable (3,965) 0 - ---------------------------------------------------------------------------------------------------------- Net cash used in financing activities (3,965) 0 Net increase (decrease) in cash and cash equivalents (98,783) 479,494 CASH AND CASH EQUIVALENTS: Beginning of period 408,274 420,222 - ---------------------------------------------------------------------------------------------------------- End of period $ 309,491 $ 899,716 ==========================================================================================================
See Notes to Financial Statements. CELOX LABORATORIES, INC, NOTES TO FINANCIAL STATEMENTS -- NOVEMBER 30, 1997 NOTE A -- BASIS OF PRESENTATION 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-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the Company's financial statements filed as part of the Company's August 31, 1997 Form 10-KSB. This quarterly report should be read in connection with such annual report. NOTE B -- FORWARD LOOKING INFORMATION Information contained in this Form 10-QSB contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by the use of forward-looking terminology such as "may", "will", "expect", "plan", "anticipate", "estimate" or "continue" or the negative thereof or other variations thereon or comparable terminology. There are certain important factors that could cause results to differ materially from those anticipated by some of these forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. The factors, among others, that could cause actual results to differ materially include the Company's ability to execute its business plan. NOTE C -- CASH AND CASH EQUIVALENTS For purposes of reporting the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. NOTE D -- SHORT-TERM INVESTMENTS The Company had invested excess cash in the Piper Jaffray Institutional Government Income Portfolio Fund (Piper Fund). During the quarter ended February 29, 1996, the Company sold all remaining shares in this Fund. As an alternative to the Piper Fund, the Company has utilized Bank Certificates of Deposit. As of November 30, 1997 the Company had investments of $736,886 in Certificates of Deposit. Certificates of Deposit are made only with the highest rated banks and less than $100,000 is deposited at any one bank. The Company also utilizes a money market fund, which is restricted by its charter to Tier 1 instruments, for a portion of its investments. NOTE E -- NOTES PAYABLE BANK During April, 1997 the Company borrowed $100,000 from a local bank with the proceeds used for financing a portion of the tenant improvements in the Company's new facility. The loan is secured by a certificate of deposit at this bank. The interest rate for this loan, currently 7.5%, is tied to the certificate of deposit rate. The loan will be renegotiated in February, 1998. NOTE F -- REPURCHASE OF COMMON STOCK Effective July 30, 1993, the Board of Directors authorized the repurchase of up to 300,000 shares of the Company's common stock in open market transactions at prices not to exceed $1.75 per share. At November 30, 1997 the Company had repurchased 136,700 shares at prices ranging from $0.85 to $1.58 per share. NOTE G -- FACILITY LEASE AGREEMENT The Company's new facility is located at 1311 Helmo Avenue in Saint Paul, Minnesota. A new Lease Agreement was executed on December 6, 1996 and calls for the lease of 9,500 square feet of office, laboratory and warehouse space. The term of the lease is seven (7) years with an option to renew for extended periods. Base rent for each of the seven (7) years is $73,725 plus charges for common area maintenance and other tenant expenses. The initial lease payment commenced on April 1, 1997. NOTE H -- LOSS PER COMMON SHARE Loss per share is computed based upon the weighted average number of common shares outstanding during the period. The Company has determined that under the modified treasury stock method, there would be no change in earnings per share due to outstanding common stock equivalents. Fully diluted and primary loss per share are the same amounts for each of the periods presented. ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION Celox Laboratories, Inc. ("Celox" or the "Company") is a biotechnology company formed in 1985 that researches, develops, manufactures and markets cell biology products used in the propagation of cells derived from mammals, including humans, and other species. These specialized cell growth products are used primarily in academic, pharmaceutical, diagnostic and other commercial laboratories to improve the growth condition, productivity and quality of cell-derived medical and other biological products such as vaccines, monoclonal antibodies, interferons and human growth factor. The Company focuses primarily on solving the fundamental problems associated in culturing cells with the use of serum, which is derived from the whole blood of animals and humans. The Company's research activities have resulted in proprietary technology which has been used to commercialize its non-serum growth media, cell freezing solutions and other cell biology products. Celox currently manufactures and markets over 30 products. Celox's proprietary products consist of four serum replacement products, TCM, TM-235(TM), TCH(TM), and VaxMax(TM) and a cell freezing medium, Cellvation(TM). VaxMax(TM) was developed specifically for use in the production of veterinary vaccines. Celox also manufactures ten basal media formulations, a series of buffered salt solutions, other cell biology reagents and a variety of custom formulations. An additional proposed product, ViaStem(TM), continues to undergo further analysis in pre-clinical testing. This product was developed to improve the preservation of critical cells (e.g. stem cells) which are required for bone marrow transplantation. Other potential applications for ViaStem(TM) include the preservation of umbilical cord blood and platelets. Currently, Memorial Blood Centers of Minnesota and the University of Cincinnati's Hoxworth Blood Center are providing additional pre-clinical data on ViaStem(TM). During the quarter ended November 30, 1996, the Company received notice from the United States Patent and Trademark Office (USPTO) that a patent for ViaStem(TM) would be issued in early December, 1996. The actual patent was received by the Company in the first week of December. The Company has also filed the documents needed for an International Patent Application as required by the Patent Cooperation Treaty. During February, 1996 the Company entered into an agreement with the Department of the Army, Walter Reed Army Institute of Research (WRAIR) that provides for a Cooperative Research and Development Agreement for Material Transfer which encompasses the Company's ViaStem(TM) product. The Company has received its first Drug Master File classification from the Food and Drug Administration (FDA) for TCM. This classification will expedite the FDA approval process for customers who want to use the Company's TCM product in the manufacture of drugs or drug substances for human use. The Company is in the process of gaining similar status for its other proprietary products. In April, 1994, the Company entered into an agreement with American Type Culture Collection (ATCC), Rockville, MD, the world's largest public archive of living biological cultures and genetic materials. ATCC serves the international scientific community by acquiring, preserving and distributing strains of the most diverse collection of organisms and derivative biological materials in the world. Under the agreement, ATCC will distribute cell lines adapted to the Company's non-serum products as well as other associated products worldwide. Orders for growth media under this agreement have continued during the current fiscal year. During July of 1995, the Company completed a non-exclusive world-wide distribution agreement with ICN Pharmaceuticals, Inc., Costa Mesa, CA. Under the agreement, ICN is marketing Celox's TCM, TCH(TM), TM-235(TM) serum replacement products as well as Cellvation(TM). Initial orders under this agreement were shipped in the last quarter of fiscal 1995. Additional orders have been received during this fiscal year. The Company has also entered into an agreement with ICN to provide the rest of the Company's products (except for ViaStem(TM)) to ICN for worldwide distribution. The first shipment of these additional products occurred in the third quarter of fiscal 1997. ICN manufactures and markets a broad range of prescription and over-the-counter pharmaceuticals, medical diagnostic products and biotechnology research products in North and Latin America, Eastern and Western Europe and the Pacific Rim countries. In fiscal 1997, the Company began providing its proprietary products to Sigma Chemical Company under a private label distribution agreement. The first shipment under this agreement occurred during the quarter ended November 30, 1996. During November, 1997, the Company entered into a non-exclusive distribution agreement with TaKaRa Shuzo Co., Ltd., Biomedical Group, Kyoto, Japan. Under the agreement, TaKaRa will initially market Celox' proprietary product Cellvation(TM). TaKaRa's Biomedical Group leads the industry in several areas owing to the international scope of its research operations which span from the People's Republic of China to North America and Europe. TaKaRa will market Cellvation(TM) in Japan, Taiwan, Korea and People's Republic of China. RESULTS OF OPERATIONS The Company had recorded an Investor Settlement Receivable in the amount of $133,000 on the Balance Sheet in order to reflect the expected settlement proceeds from a class action lawsuit which was brought on behalf of investors in the Piper Fund. In December, 1995, the District Court Judge approved the Class Action Settlement. Payments from the Piper Fund have been received in accordance with the schedule agreed upon in the settlement. As of November 30, 1997 the Investor Settlement Receivable is $6,639. A separate Class Action lawsuit against the Fund's auditors, KPMG Peat Marwick, has been certified by the Court. In March of 1997, the federal court in Minnesota granted KPMG Peat Marwick's motion for partial summary judgement. The effect of this decision was to dismiss all of the remaining federal claims against KPMG Peat Marwick. Based on correspondence received from the plaintiff's attorneys, an appeal of this decision will be made. During the quarter ended November 30, 1997, the Company had net sales of $104,497 which was an increase of $18,792 or 22% from $85,705 reported in the same quarter for the prior year. The increase between years for the quarter results primarily from the timing of orders received from a large manufacturer coupled with increasing interest in the Company's proprietary products. The Company had a net loss of $67,397 for the quarter ended November 30, 1997 compared to a net loss of $64,497 for the same period in the previous year. On a per share basis, the loss for the current quarter equaled 2 cents. The loss reported for in the comparable period in fiscal 1997 was also 2 cents. The cost of products sold was 47% of net sales for the three months ended November 30, 1997, as compared to 46% of net sales for the three months ended November 30, 1996. Labor, raw materials and other production costs have remained constant between periods which results in comparable calculations between periods. An operating loss of $84,310 was generated for the quarter ended November 30, 1997 compared to an operating loss of $85,112 for the same period in the previous year. The slight decrease between years results from a higher gross margin on increased sales which is partially offset by increased sales and marketing costs. The Company received interest and investment income of $14,496 during the quarter ended November 30, 1997 as compared to $19,574 in the prior year. Investment income is derived primarily from the investment of the proceeds of the Company's March 1992 initial public offering. The decrease in investment income during the quarter as compared to the previous year results from reduced investment balances as the Company uses capital in its operations as well as lower effective interest rates resulting from a transfer of amounts from the Piper Fund into bank certificates of deposit. As was disclosed in previous sections of this Form 10-QSB, Piper Jaffray and the Class Action Plantiffs have agreed to settle a lawsuit which was brought against the Piper Fund by investors. A lawsuit filed against the Fund's auditors, KPMG Peat Marwick, is still being pursued by investors other than the Company. An appeal of the decision of the federal court in Minnesota to grant summary judgement to KPMG Peat Marwick will likely be made by the attorneys for the plaintiffs. The Company has not filed a lawsuit nor has it decided if it will join in any future class actions, but has not eliminated these options as a possibility in the future. Operating expenses increased $8,853 (7%) to $140,003 from $131,150 for the quarter ended November 30, 1997 as compared to the prior year. The increase results from higher marketing and sales costs associated with a targeted marketing program for the Company's proprietary products. A decrease in both research and development and administrative expenditures offset a portion of the increase in marketing and sales costs. Research and development costs decreased by $3,574 (18%) to $16,220 from $19,794 in the current quarter as compared to the previous fiscal year. The decrease for the reporting period results from the timing of expenditures in the areas of salaries and wages and patent expenses incurred in connection with ViaStem(TM) product. The Company expects the costs of research and development to fluctuate based on the status of pre-clinical trials for ViaStem(TM) . Marketing expenses increased by $15,103 (50%) to $45,443 from $30,340 for the quarter ended November 30, 1997 as compared to the previous year. The increase is attributable to a focused advertising and marketing strategy for the Company's proprietary products which began in the current quarter. The Company expects that marketing and sales expenses will trend higher during subsequent quarters as programs and advertising materials are developed. Administrative expenses decreased by $2,676 (3%) for the quarter ended November 30, 1997 compared to the previous fiscal year to $78,340 from $81,016. The small decrease between years is due to lower operating expenses in the new facility along with strict cost controls, offset somewhat by increased legal expenditures. LIQUIDITY AND CAPITAL RESOURCES Capital resources on hand at November 30, 1997 include cash and short-term investments of $1,046,377 and net working capital of $1,041,712. This represents a decrease of $99,016 (9%) in cash and short-term investments and a decrease of $65,112 (6%) in net working capital as compared to August 31, 1997. The lease for the Company's previous facility terminated in October, 1996. A new facility has been completed in Saint Paul, Minnesota. The Company is leasing approximately 9,500 square feet of office, laboratory and warehouse space in this facility. The Company moved into the new facility during March, 1997. In the interim, the Company had leased office and warehouse space on a month-to-month basis. As partial payment for tenant improvements in the new facility, the Company borrowed $100,000 from a local bank. The balance of the tenant improvements over this amount was paid with Company funds. The Company anticipates spending approximately $50,000 in fiscal 1998 on capital expenditures. Through November 30, 1997 the Company has made capital expenditures in the amount of $9,367. The majority of the planned expenditures will be used to fund additional sales, research and development, manufacturing growth and specialized tenant improvements. The Company believes that its capital resources on hand at November 30, 1997, together with revenues from product sales, will be sufficient to meet its cash requirements for the near future. PART II -- OTHER INFORMATION ITEM I. -- LEGAL PROCEEDINGS The Company is a member of the class in the KPMG Peat Marwick action as it relates to their audit of the Piper Jaffray Institutional Government Income Portfolio Fund, on whose behalf litigation has been commenced in federal district court in Minneapolis. The Company has not directly participated in the litigation. The Company expects that attorneys for the plaintiffs in this action will appeal the decision of the federal court in Minneapolis to grant partial summary judgement to KPMG Peat Marwick. On November 21, 1996, the Company filed a lawsuit in Hennepin County Court, in the State of Minnesota, against its former landlord claiming, among other things, that the landlord repeatedly violated the terms of the lease agreement. Subsequently, the former landlord filed a countersuit which alleged the Company failed to leave the leased premises in the condition required by the lease. Currently, both parties have been ordered by the Court to participate in mediation process. ITEM 2. -- CHANGES IN SECURITIES None ITEM 3. -- DEFAULTS UPON SENIOR SECURITIES None ITEM 4. -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. -- OTHER INFORMATION None ITEM 6. -- (A) EXHIBITS None (B) REPORTS ON FORM 8-K On November 4, 1997, the Company filed a Form 8-K that reported that the Chairman of the Board of Directors requested and received resignations from the Company's three outside directors. These resignations had been requested by the Chairman based upon the strategic focus of the Company and the need for expertise in the bio medical field. As a result, the Company does not have any outside directors. The Company intends to identify and interview qualified candidates for the open director positions as soon as practical. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CELOX LABORATORIES, INC. Dated: January 13, 1998 By: /S/ Milo R. Polovina ---------------------------------- Milo R. Polovina, President & Principal Financial Officer EX-27 2 FINANCIAL DATA SCHEDULE
5 3-MOS AUG-31-1998 NOV-30-1997 309,491 736,886 78,934 0 43,891 1,197,308 408,571 240,110 1,384,006 155,596 0 0 0 27,422 1,228,410 1,384,006 104,497 104,497 48,804 94,247 0 0 0 (183,297) 0 (67,397) 0 0 0 (67,397) (0.02) (0.02)
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