-----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, LNCvcdThN7hQ2u3C6EYepwZHZ1xHSo74jvhznOmlbYd35Kr0sFMs1a5E2q0n/5jM hcF5WT54U/YZ3jLawPZMLg== 0001012870-96-000085.txt : 19960703 0001012870-96-000085.hdr.sgml : 19960703 ACCESSION NUMBER: 0001012870-96-000085 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960702 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IGEN 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: 96590226 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 NT 10-K 1 FORM 12B-25 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 0-23252 ----------- NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q [_] Form N-SAR For Period Ended: March 31, 1996 ------------------------------------------------------------- [_] 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, Inc. -------------------------------------------------------- Former name if applicable N/A - -------------------------------------------------------------------------------- Address of principal executive office (Street and number) 16020 Industrial Drive - -------------------------------------------------------------------------------- City, State and Zip Code Gaithersburg, MD 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.) [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (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, Vice President, CFO (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? SEE ATTACHED [X] Yes [_] No 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, 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, 1996 By /s/George V. Migausky ------------ --------------------- 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, 1996 and 1995. Total revenues increased to $15.9 million in fiscal 1996 from $14.8 million in fiscal 1995. The net loss for fiscal 1996 was $7.6 million ($.52 per share) as compared to a net loss of $5.9 million ($.40 per share) in fiscal 1995. An explanation of these changes in annual results is set forth in the Registrants' press release dated May 14, 1996, announcing fiscal 1996 results, which is attached hereto as Exhibit 1 and incorporated by reference herein. INDEX TO EXHIBIT EXHIBIT NUMBER DESCRIPTION SEQUENTIALLY NUMBERED PAGE 1 Press Release dated May 14, 1996 EX-1 2 EXHIBIT 1 - PRESS RELEASE DATED MAY 14, 1996 EXHIBIT 1 FOR IMMEDIATE RELEASE --------------------- CONTACT: George V. Migausky Tom Mahon Vice President and Public Relations Chief Financial Officer (510) 937-4921 (301)984-8000 IGEN, INC. REPORTS FISCAL YEAR 1996 RESULTS GAITHERSBURG, MD, May 14, 1996 -- IGEN, Inc. (NASDAQ: IGEN) reported financial results today for the fourth quarter and the fiscal year ended March 31, 1996. Total revenues were $4.4 million in the fourth quarter for both 1996 and 1995. Total revenues for fiscal 1996 were $15.9 million compared to $14.8 million for fiscal 1995. The Company reported a net loss of $2.0 million ($.14 per share) for the fourth quarter in 1996 and a net loss of $1.4 million ($.10) for 1995. The net loss for fiscal 1996 was $7.6 million ($.52 per share) as compared to $5.9 million ($0.40 per share) for 1995. Product sales increased in the fourth quarter of fiscal 1996 to $1.6 million compared to $1.0 million in the fourth quarter of 1995 and $1.1 million in the immediately preceding third quarter of fiscal 1996. For fiscal year 1996, product sales increased to $4.6 million from $2.6 million in 1995. Higher product sales are a result of increased placements of the ORIGEN(R) Detection System and sales of related reagent products. License fees and contract revenue reflect revenue from ongoing programs with IGEN's corporate partners, Boehringer Mannheim GmbH and Organon Teknika, N.V. Operating costs increased to $6.7 million during the fourth quarter of 1996 and $24.7 million for the full fiscal year 1996. These costs include research and development expenditures which increased to $3.7 million for the fourth quarter of 1996 and $14.1 million for the full fiscal year 1996. The increase in research and development expenditures results from higher staffing levels for internal research and development programs and expanded external collaborations. Marketing, general and administrative costs decreased to $2.5 million in the fourth quarter of fiscal 1996 and remained at $8.7 million for the full fiscal year. At March 31, 1996, the Company had $20.2 million in cash and investments and total assets of $29.3 million. IGEN develops, manufactures and markets diagnostic systems utilizing its patented ORIGEN technology, which is based on electrochemiluminescence. The ORIGEN technology provides a proprietary uniform assay format 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 GmbH, Organon Teknika and The Perkin-Elmer Corporation. (Financial data follows) IGEN is a trademark of IGEN, Inc. IGEN, INC. STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED YEAR ENDED MARCH 31 MARCH 31 1996 1995 1996 1995 ------- ------- ------- ------- REVENUES: License and royalty income $ 2,385 $ 2,373 $ 9,487 $ 9,432 Product sales 1,588 987 4,583 2,555 Contract revenue 399 1,077 1,854 2,847 ------- ------- ------- ------- Total 4,372 4,437 15,924 14,834 ------- ------- ------- ------- OPERATING COSTS AND EXPENSES: Product costs 503 352 1,848 1,278 Research and development 3,671 3,281 14,078 12,267 Marketing, general and administrative 2,484 2,646 8,725 8,707 ------- ------- ------- ------- Total 6,658 6,279 24,651 22,252 ------- ------- ------- ------- LOSS FROM OPERATIONS (2,286) (1,842) (8,727) (7,418) INTEREST INCOME - NET 265 427 1,079 1,489 ------- ------- ------- ------- NET LOSS $(2,021) $(1,415) $(7,648) $(5,929) ======= ======= ======= ======= NET LOSS PER SHARE $(.14) $(.10) $(.52) $(.40) ======= ======= ======= ======= SHARES USED IN COMPUTING NET LOSS PER SHARE 14,894 14,835 14,779 14,769 ======= ======= ======= =======
SUMMARY BALANCE SHEET DATA (IN THOUSANDS)
MARCH MARCH 1996 1995 -------- -------- CASH AND SHORT TERM INVESTMENTS $20,217 $30,226 TOTAL ASSETS 29,276 37,806 SHAREHOLDERS' EQUITY 17,435 24,998
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