-----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, ARelnoPE0Le8f54QCf6iga5t6kSu4aGZKvkbfA1lFhUxj+U/VjB//yUDqag3hX8y jBmjcxA8NYE0WsAO4sPpJg== 0000912057-97-022559.txt : 19970702 0000912057-97-022559.hdr.sgml : 19970702 ACCESSION NUMBER: 0000912057-97-022559 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970701 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IGEN INTERNATIONAL INC /CA/ CENTRAL INDEX KEY: 0000916304 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 942852543 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23252 FILM NUMBER: 97633918 BUSINESS ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 BUSINESS PHONE: 3019848000 MAIL ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 FORMER COMPANY: FORMER CONFORMED NAME: IGEN INC /CA/ DATE OF NAME CHANGE: 19931216 NT 10-K 1 FORM 12B-25 + INDEX TO EXH SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0-23252 ------- NOTIFICATION OF LATE FILING (Check One): [XX]Form 10-K [ ]Form 11-K [ ]Form 20-F [ ]Form 10-Q [ ]Form N-SAR For Period Ended: March 31, 1997 ------------------------------------------------------------ [ ]Transition Report on Form 10-K [ ]Transition Report on Form 10-Q [ ]Transition Report on Form 20-F [ ]Transition Report on Form N-SAR [ ]Transition Report on Form 11-K For the Transition Period Ended: ----------------------------------------------- Read attached instruction sheet before preparing form. Please print or type Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify Item(s) to which the notification relates: - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Part I. Registrant Information Full name of registrant IGEN International, Inc. -------------------------------------------------------- Former name if applicable - ------------------------------------------------------------------------------- Address of principal executive office (Street and number) 16020 Industrial Drive - ------------------------------------------------------------------------------- City, State and Zip Code Gaithersburg, Maryland 20877 ------------------------------------------------------- Part II. Rule 12b-25(b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.) [XX] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [xx] (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and [ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. Part III. Narrative State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) Additional time will be needed for the Registrant's management, counsel and accountants to complete the preparation and review of the Registrant's Annual Report on Form 10-K. Part IV. Other Information (1) Name and telephone number of person to contact in regard to this notification George V. Migausky 301/984-8000 - ----------------------------------------------------------------------------- (Name) (Area Code) (Telephone number) (2) Have all other periodic reports required under Sections 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No See Attachment If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. IGEN International, Inc. - ------------------------------------------------------------------------------- (Name of registrant as specified in charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date July 1, 1997 By - ---------------------- -------------------------------------------- Name: George V. Migausky ---------------------------------------- Title: Vice President, Chief Financial Officer ---------------------------------------- PART IV, Question (3) - --------------------- The Registrant anticipates that the earnings statement to be reported in the Form 10-K will contain significant changes from its results of operations between the fiscal years ended March 31, 1997 and 1996. The net loss for fiscal 1997 was $9.9 million ($.66 per share) as compared to a net loss of $7.6 million ($.52 per share) in fiscal 1996. An explanation of these changes in annual results is set forth in the Registrants' press release dated May 14, 1997, announcing fiscal 1997 results, which is attached hereto as an exhibit and incorporated by reference herein. INDEX TO EXHIBIT
EXHIBIT NUMBER DESCRIPTION SEQUENTIALLY NUMBERED PAGE - --------------------- ------------------------------------------------- ------------------------------- 1.................... Press Release dated May 14, 1997 5
EX-1 2 EXHIBIT 1
Exhibit 1 IGEN International, Inc. - --------------------------------------------------------------------------------------------------------------- 1602 Industrial Drive, Gaithersburg, MD 20877 Tel: (301) 984-8000 Fax: (301) 947-6995 FOR IMMEDIATE RELEASE - --------------------- CONTACT: George V. Migausky Noonan/Russo Communications Vice President and Amy Martini (investor), ext. 255 Chief Financial Officer Neil Cohen (media), ext. 205 (301)984-8000 (212) 696-4455 IGEN REPORTS FISCAL YEAR 1997 RESULTS Gaithersburg, MD, May 14, 1997--IGEN International, Inc. (NASDAQ: IGEN) reported financial results today for the fourth quarter and the fiscal year ended March 31, 1997. Total revenues were $2.2 million and $16 million for the fourth quarter and fiscal year 1997, respectively, as compared to total revenues for fiscal 1996 of $4.4 million for the fourth quarter and $15.9 million for the fiscal year. The Company reported a net loss of $4.4 million ($0.29 per share) for the quarter ended March 31, 1997 and $9.9 million ($0.66 per share) for fiscal 1997, as compared to a net loss for the fourth quarter of 1996 of $2 million ($0.14 per share) and $7.6 million ($0.52 per share) for the fiscal year. Total fiscal 1997 revenue of $16 million reflects a change in the revenue mix as compared to prior years. Fees from licenses and for contract research declined by $2.5 million in fiscal 1997 to $8.8 million as fixed license payments from Boehringer Mannheim were completed. Revenue from product sales and royalties increased by $2.6 million to $7.2 million in fiscal 1997. This transition occurred primarily in the fourth quarter of fiscal 1997 as license and contract revenue declined by $2.7 million as compared to 1996, while product sales and royalty income increased by $500,000. The increase in fiscal 1997 revenues is due to both product sales and royalty income. Product sales increased to $6.4 million in fiscal 1997 from $4.6 million in 1996. The increase in royalty income is directly attributable to royalties generated through the Company's License Agreement with Boehringer Mannheim GmbH. Boehringer Mannheim recently launched its Elecsys series of immunodiagnostic products which are based on the Company's ORIGEN-Registered Trademark- technology. Through March 31, 1997, Boehringer Mannheim has more than 1,000 customer installations of its Elecsys 2010/1010 systems. Operating costs declined to $6.5 million in the fourth quarter of fiscal 1997 from $6.7 million in the prior year. Annual operating expenses in fiscal 1997 were $26.5 compared with $24.7 million in fiscal 1996 which represents a $1.8 million increase. These costs include marketing, general and administrative expenses which increased $400,000 and $2.2 million for the quarter and year ended March 31, 1997 when compared with the same prior year periods. These level of costs resulted primarily from increased marketing
efforts associated with the ORIGEN Detection System and administrative costs associated with the Company's re-incorporation in the State of Delaware. At March 31, 1997, the Company had $9 million in cash and investments with total assets of $17.8 million. IGEN develops, manufactures and markets diagnostic systems utilizing its patented ORIGEN technology, which is based on electrochemiluminescence. The ORIGEN technology provides uniform assay formats for conducting a multitude of diagnostic tests, including immunoassay, nucleic acid probe and clinical chemistry tests. Products using the ORIGEN technology include systems marketed by IGEN and its corporate partners, Boehringer Mannheim and Organon Teknika. STATEMENTS IN THIS RELEASE THAT RELATE TO PRODUCTS, CUSTOMERS, REVENUE GROWTH AND TRENDS IN FINANCIAL OR OPERATIONAL PERFORMANCE MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM THESE STATEMENTS DUE TO RISKS AND UNCERTAINTIES, INCLUDING THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, THE TIMELY DEVELOPMENT AND MARKET ACCEPTANCE OF NEW PRODUCTS, MARKET CONDITIONS AND ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS. A MORE DETAILED DESCRIPTION OF THESE RISKS AND OTHER RISKS APPLICABLE TO IGEN APPEARS IN IGEN'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1996, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND AVAILABLE UPON REQUEST FROM IGEN. IGEN DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE THESE FORWARD LOOKING STATEMENTS. IGEN and ORIGEN are registered trademarks of IGEN International, Inc. (Financial data follows) IGEN International, Inc. Statements Of Operations (In thousands, except per share date) (Unaudited)
THREE MONTHS ENDED YEAR ENDED MARCH 31 MARCH 31 -------------------- -------------------- 1997 1996 1997 1996 --------- --------- --------- --------- REVENUES License fees and contract revenue.................................... $ 70 $ 2,752 $ 8,802 $ 11,266 Product sales........................................................ 1,328 1,588 6,360 4,583 Royalty income....................................................... 756 32 843 75 --------- --------- --------- --------- Total.............................................................. 2,154 4,372 16,005 15,924 --------- --------- --------- --------- OPERATING COSTS AND EXPENSES Product costs........................................................ 479 503 2,448 1,848 Research and development............................................. 3,081 3,671 13,114 14,078 Marketing, general and administrative................................ 2,919 2,484 10,910 8,725 --------- --------- --------- --------- Total.............................................................. 6,479 6,658 26,472 24,651 --------- --------- --------- --------- LOSS FROM OPERATIONS................................................... (4,325) (2,286) (10,467) (8,727) INTEREST (EXPENSE) INCOME--NET......................................... (85) 265 586 1,079 --------- --------- --------- --------- NET LOSS............................................................... $ (4,410) $ (2,021) $ (9,881) $ (7,648) --------- --------- --------- --------- --------- --------- --------- --------- NET LOSS PER SHARE..................................................... $ (.29) $ (.14) $ (.66) $ (.52) --------- --------- --------- --------- --------- --------- --------- --------- SHARES USED IN COMPUTING NET LOSS PER SHARE............................ 14,983 14,894 14,959 14,779 --------- --------- --------- --------- --------- --------- --------- ---------
Summary Balance Sheet Data (In Thousands)
MARCH MARCH 1997 1996 --------- --------- CASH AND SHORT TERM INVESTMENTS.......................................... $ 9,044 $ 20,217 TOTAL ASSETS............................................................. 17,794 29,276 SHAREHOLDERS' EQUITY..................................................... 7,882 17,435 ###
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