-----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, EIjgD2QQLqxaFaFkWOM8MNcWrFcoyJ8o1PAtosi+D5gt6NpMFN2FXQZd6Jwe00W/ HaGpZhgu68l/CSlKdkPIcw== 0001104659-03-024164.txt : 20031030 0001104659-03-024164.hdr.sgml : 20031030 20031030091640 ACCESSION NUMBER: 0001104659-03-024164 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031030 ITEM INFORMATION: FILED AS OF DATE: 20031030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYAX CORP CENTRAL INDEX KEY: 0000907562 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 043053198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24537 FILM NUMBER: 03965224 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQ BLDG 600 5TH FL CITY: CAMBRIDGE STATE: MA ZIP: 02139 MAIL ADDRESS: STREET 1: ONE KENDALL SQ BLDG 600 STREET 2: 5TH FL CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: BIOTAGE INC DATE OF NAME CHANGE: 19951117 8-K 1 a03-4579_18k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

 

Date of Report (date of earliest event reported):

October 30, 2003

 

 

DYAX CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

000-24537

 

04-3053198

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

 

300 Technology Square, Cambridge, MA  02139

(Address of principal executive offices and zip code)

 

 

 

 

 

(617) 225-2500

(Registrant’s telephone number, including area code)

 

 



 

Item 12. Results of Operations and Financial Condition.

 

On October 30, 2003, Dyax issued a press release announcing its financial results for the third quarter of 2003.  Pursuant to Item 12, a copy of that press release is hereby furnished to the Commission as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

2



 

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 hereunto duly authorized.

 

 

Date: October 30, 2003

DYAX CORP.

 

 

 

 

 

By:

/s/ Stephen S. Galliker

 

 

Stephen S. Galliker

 

Treasurer and Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release of Dyax Corp. dated October 30, 2003, reporting Dyax’s financial results for the third quarter of 2003.

 

4


EX-99.1 3 a03-4579_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Contact:

Stephen S. Galliker

Executive Vice President, Finance and Administration, CFO

Dyax Corp.

(617) 250-5733

ssg@dyax.com

 

 

Dyax Corp. Announces Third Quarter 2003 Financial Results and

Completes Sale of Biotage Unit

 

CAMBRIDGE, MA, October 30, 2003 – Dyax Corp. (Nasdaq: DYAX) today announced financial results for the third quarter ended September 30, 2003.  The Company also reported the October 29, 2003 completion of the sale of its Biotage separations subsidiary to Pyrosequencing AB (Stockholm:PYROA), per the agreement announced on October 14, 2003.

 

For the quarter ended September 30, 2003, the Company reported a net loss of $6,170,000 or $0.25 per share (a loss of $6,048,000 or $0.25 per share from continuing operations) as compared to a net loss of $5,675,000 or $0.29 per share (a loss of $5,891,000 or $0.30 per share from continuing operations) in the third quarter of 2002.  For the nine months ended September 30, 2003, the Company reported a net loss of $18,614,000 or $0.80 per share (a loss of $17,482,000 or $0.75 per share from continuing operations), as compared to a net loss of $20,441,000 or $1.04 per share (a loss of $20,217,000 or $1.03 per share from continuing operations) in the comparable nine month period in 2002.  Excluding forthcoming proceeds from the Biotage sale, Dyax ended the third quarter of 2003 with cash and cash equivalents, exclusive of restricted cash, totaling $18,394,000, a decrease of approximately $9,805,000 since December 31, 2002.  All other line items referred to below exclude the results of the discontinued Biotage operations for all periods presented.

 

Revenue for the quarter ended September 30, 2003 increased 32.2% to $5,927,000 as compared to $4,485,000 for the third quarter of 2002. The increase in revenues for the third quarter as compared with the third quarter of 2002 was due primarily to revenues related to manufacturing activities for the Company’s DX-890 collaboration with Debiopharm S.A., which had previously been deferred.  For the nine months ended September 30, 2003, the Company reported revenues of $13,131,000, versus revenues of $13,166,000 for the comparable nine month period in 2002.

 



 

Research and development expenses for the third quarter of 2003 were $8,635,000, an increase of 17.9% compared to the third quarter of 2002.  These expenses are net of reimbursements during 2003 through the Company’s joint venture with Genzyme Corporation for the development of DX-88 in hereditary angioedema (HAE). The increase in net expenses resulted primarily from the recognition of reimbursable expenses under the Company’s DX-890 product collaboration with Debiopharm S.A., which had previously been deferred, and higher DX-88 clinical trial costs.

 

Subsequent to the close of the third quarter, on October 29, 2003, Dyax closed on the sale of its Biotage separations subsidiary to Pyrosequencing AB of Uppsala, Sweden. The purchase price was $35 million before transaction expenses and deduction for approximately $5 million of Biotage debt. After transaction expenses, Dyax received approximately $23 million in cash, with up to an additional $5 million receivable within one year, subject to an indemnity escrow to cover the representations, warranties and covenants of Dyax contained in the agreement.

 

“Our recent activities are highlighted by the sale of Biotage,” commented Henry E. Blair, Chairman, President and CEO of Dyax Corp.  “We remain very enthusiastic about our clinical trials and pipeline of clinical candidates, and the sale allows us to devote all of our attention to drug development programs. During the upcoming months, we look forward to initiating expanded trials and announcing clinical milestones from current trials— for DX-88 in HAE and cardiothoracic surgery, and for DX-890 in cystic fibrosis,” concluded Mr. Blair.

 

Commenting on third quarter 2003 financial results, Stephen Galliker, EVP Finance and Administration, and Chief Financial Officer of Dyax Corp. said, “Our plan for the remainder of 2003 is to continue to advance our clinical programs and selective internal discovery research programs. We made the decision not to slow down our clinical development programs during the third quarter, in anticipation of the sale of Biotage.  Due to increased clinical development costs during the third quarter and continuing forward, we now anticipate our annual cash burn rate from operations to reach approximately $25 million for 2003, and we expect a similar burn rate for 2004.” Mr. Galliker continued, “Based on our revenue performance year to date and our outlook for the rest of the year, we expect revenue for 2003 to approach 2002 revenue. Our existing revenue plan combined with cash from the sale of Biotage should support the Company’s operations well into 2005.”

 

Webcast and Conference Call

Dyax Corp. will host a webcast and conference call, including an open question and answer session to discuss third quarter 2003 financial results and company progress:

 



 

 

Date:

Thursday, October 30, 2003

 

 

Time:

10:00 a.m. EST

 

 

Telephone Access:

Domestic callers, dial 1-800-915-4836
International callers, dial 1-973-317-5319

 

 

Online Access:

Go to the Investor Relations section of the Dyax website (www.dyax.com) and follow instructions for live webcast.  Participants may register in advance.

 

 

A replay of the conference call will be available through November15, 2003 and can be accessed by dialing 1-800-428-6051. International callers should dial 973-709-2089.  The replay passcode I.D. for all callers is 307408.  The webcast will be archived on the Dyax website for an indefinite period of time.

 

About Dyax Corp.

Dyax Corp. is a biopharmaceutical company focused on the discovery, development and commercialization of antibodies, small proteins and peptides as therapeutic products for unmet medical needs, particularly in the areas of inflammation and oncology.  Dyax currently has two recombinant proteins in phase II clinical trials.  DX-88 is in phase II trials for the potential treatment of hereditary angioedema in collaboration with Genzyme Corporation. Dyax is also evaluating DX-88 in phase I/II studies for it’s potential use during cardiothoracic surgery, specifically CABG procedures. The Company’s second clinical compound, DX-890, is in phase II clinical trials for the potential treatment of cystic fibrosis.  Both DX-88 and DX-890 were identified using Dyax’s patented phage display technology, which Dyax uses to rapidly identify compounds that bind with high affinity and specificity to therapeutic targets. Dyax is building a pipeline of drug that may be advanced into clinical development at Dyax or in partnership with other companies. Dyax leverages its technology broadly through more than 75 revenue generating licenses and collaborations for therapeutic discovery, as well as non-core areas such as affinity separations, diagnostic imaging, and research reagents. For more information on Dyax Corp., please visit the Company’s website at www.dyax.com.

 

Dyax Disclaimer

This press release contains forward-looking statements regarding Dyax Corp., including statements regarding its revenues, results of operations, financial position, research and development expenditures and programs, clinical trials and collaborations. Statements that are not historical facts are based on Dyax’s current expectations, beliefs, assumptions, estimates, forecasts and projections for Dyax and the industry and markets in which Dyax competes. The statements contained in this release are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed in such forward-looking statements. Important factors that may affect future revenues, operating results, financial position, research

 



 

and development programs, clinical trials and collaborations include the risks that:  biopharmaceuticals developed by Dyax or its collaborators may not show therapeutic effect or an acceptable safety profile in clinical trials or could take a significantly longer time to gain regulatory approval than Dyax expects or may never gain approval; Dyax is dependent on the expertise, effort, priorities and contractual obligations of its collaborators in the development, clinical trials, manufacture, marketing, sales and distribution of biopharmaceuticals developed by Dyax or its collaborators; Dyax’s ability to obtain and maintain intellectual property protection for its product candidates and technologies; others may develop technologies or products superior to Dyax’s technologies or product candidates; and other risk factors described or referred to in Dyax’s most recent Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission. Dyax cautions investors not to place undue reliance on the forward-looking statements contained in this release.  These statements speak only as of the date of this release, and Dyax undertakes no obligation to update or revise these statements, except as may be required by law.

 

Dyax and the Dyax logo are the registered trademarks of Dyax Corp.

 

- Financial tables follow - -

 



 

 

DYAX CORP.

SELECTED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Product development and license fee revenues

 

$

5,927,000

 

$

4,485,000

 

$

13,131,000

 

$

13,166,000

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

9,703,000

 

7,323,000

 

22,470,000

 

21,627,000

 

less: Research and development expenses reimbursed by joint venture

 

(1,068,000

)

 

(1,901,000

)

 

Selling, general and administrative

 

3,073,000

 

2,795,000

 

9,235,000

 

11,313,000

 

Total operating expenses

 

11,708,000

 

10,118,000

 

29,804,000

 

32,940,000

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(5,781,000

)

(5,633,000

)

(16,673,000

)

(19,774,000

)

Other income (expense), net

 

(267,000

)

(258,000

)

(809,000

)

(443,000

)

Loss from continuing operations

 

(6,048,000

)

(5,891,000

)

(17,482,000

)

(20,217,000

)

 

 

 

 

 

 

 

 

 

 

(Loss) Income from discontinued operations of Biotage LLC

 

(122,000

)

216,000

 

(1,132,000

)

(224,000

)

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(6,170,000

)

$

(5,675,000

)

$

(18,614,000

)

$

(20,441,000

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(0.25

)

$

(0.30

)

$

(0.75

)

$

(1.03

)

(Loss) Income from discontinued operations of Biotage LLC

 

$

(0.00

)

$

0.01

 

$

(0.05

)

$

(0.01

)

Net Loss

 

$

(0.25

)

$

(0.29

)

$

(0.80

)

$

(1.04

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares used in computing basic and diluted net loss per share

 

24,563,720

 

19,700,540

 

23,155,884

 

19,635,365

 

 

 

SELECTED CONSOLIDATED BALANCE SHEET INFORMATION

(Unaudited)

 

 

 

September 30,
2003

 

December 31,
2002

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

18,394,000

 

$

28,199,000

 

Restricted cash

 

5,904,000

 

5,635,000

 

Working capital

 

5,699,000

 

14,330,000

 

Assets of discontinued operations

 

16,755,000

 

17,504,000

 

Total assets

 

59,529,000

 

73,906,000

 

Stockholders’ equity

 

21,131,000

 

30,843,000

 

 

# # #

 


GRAPHIC 4 g45791kmimage002.gif GRAPHIC begin 644 g45791kmimage002.gif M1TE&.#EA7P!5`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"P` M````7P!5`(5F``!F`#-F,P!F,S.9``"9`#.9,P"9,S.9,V:99C.99F:99IG, M,S/,,V;,9C/,9F;,9IG,F6;,F9G,F@`&DP,5@YE-=7!TA9Q^:B`';W-X!8<`!YJL2`9X`05^A@&G!!Q" M!Y.H@PBJH?#D8I`@B&Z M`'Q`0M#`2?]/<^1XD$G%Y48B(7<6>3`+P9`*L%"]&4E4R@!9D@CXFZ-T(+=" M5$%4L%-I9=4H!Z^9S85'*5.U:IT*Z5"JP**S42JQ`S542-D/3$/JD4.`P=,\ M`/"V$@S@G)*6LU`J'@2+@,4E&/5(GLQFW!QO2C)&X*<9W:-)-*`5YQ(G(LP!`)IC)>CG`-51W;2Y#-0;J"Y+*"0G%G(E M\=068*[5"/`ZTF>%)/#@>A)9`1K)_:8GB>ON(*:_%B"KKWDC>MDE^&9@^\FY MORU'VR*'[';?$>CEP0X1`T"PS'"OU=&''HX=R*`>QT!#!'A"($#_0`1#O'65 M'@0LDI"%121(DQ[^86-13A-M`!1<\*'(FUI[O#)'`0[?$4B'D)P\`!$28)0"RVG`/!,=.ZDQD-Z'(1C@@ M<2'GI!4`N<1M!`"UKZ56:#M$(#!G-7!&JLH2)(X6<,T%\2$R<(K0K.1X1017 MD\H94CN,R^UT@".56-,D1[QEUR1'6)_@P?(PXFXJQ-*;)0`M`3X1P0$W77;@ MV1MTGV9VX\[ZW$'I5!+L1>>G!+45F5>,.VVBAG M)[F$I?C^WHY[R'%I$VP#H+H08TE82<#$I7(U!4HG5L20GM!432;4"-]IB4G/T(D3*/6]#]3% M#D808(X"0)>LT>T.<]A;^6@BOV4H[2![&%[8/F2$E,VB$LH;@@=2DXJ]%.%P M-5E:BAJ!#7Z!C2,LFD4,DY`W`,AO`J&CB:20T#%#(*(.ZQ'"!!"3O[%,J``> M.1XRL"&G/2'!2V<#Q;4T\@P'Q@>,$B)15X2`/F,90BD1*`B!`!`O7>35!@]. M^9?$_(:$,?K!:`XIA/&.I[.-D.MO2E00;.:P@2$\1UH=@E;RL&84;-5D4A)B M%1&"1(QQY"]$A5@$362AP7`,(2C@N%SD"`0W(N)!1X5HR#4&201Z_*^51LA) M'
-----END PRIVACY-ENHANCED MESSAGE-----