-----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, Vm5iJCxorRKyKbiN6v8cGlSuQX4BIIHb2/xT+zilQTRY84RQ4GuBuVcTozIBpz/v 7ZMydy0HeXQgyjErEQVmXQ== 0000924515-03-000032.txt : 20030812 0000924515-03-000032.hdr.sgml : 20030812 20030812171717 ACCESSION NUMBER: 0000924515-03-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030812 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRX INC CENTRAL INDEX KEY: 0000924515 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 582029543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22179 FILM NUMBER: 03838402 BUSINESS ADDRESS: STREET 1: 6025 A UNITY DRIVE CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7702428723 MAIL ADDRESS: STREET 1: 6025 A UNITY DRIVE CITY: NORCROSS STATE: GA ZIP: 30071 8-K 1 sp8k081203.htm CURRENT REPORT SPECTRX, INC.
Table of Contents

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): August 12, 2003 (August 12, 2003)

SPECTRX, INC.
(Exact Name of Registrant as Specified in Its Charter)

         
Delaware
(State or Other Jurisdiction of Incorporation)		   0-22179
(Commission File Numbers) 		  58-2029543
(I.R.S. Employer Identification Nos.)
     

6025A Unity Drive
Norcross, Georgia
(Address of Principal Executive Offices)

  

30071
(Zip Code)

Registrants' Telephone Number, Including Area Code:     (770) 242-8723

(Former Name or Former Address, if Changed Since Last Report)

 

TABLE OF CONTENTS

  Item 5. OTHER EVENTS.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
SIGNATURES
EXHIBIT INDEX
Exhibit 99.1 Press Release, dated August 12, 2003.
Exhibit 99.2 (Earnings) Press Release, dated August 12, 2003.

Table of Contents

Item 5.          Other Events.

     

On August 12, 2003, the registrant announced that its common stock will be listed on the OTC Bulletin Board effective at the opening of business on August 13, 2003 as more fully described in the press release, a copy of which is filed as Exhibit 99.1 hereto and which information is incorporated herein by reference.

 

Item 7.         Financial Statements and Exhibits.

                    (c)      Exhibits.

     The following exhibits are filed or furnished with this report:

     
Exhibit No.   Exhibit Description
 
99.1   Press Release, dated August 12, 2003
99.2   (Earnings) Press Release, dated August 12, 2003

Item 12.          Results of Operations and Financial Condition.

     

On August 12, 2003 , the registrant publicly released the registrant's financial results for the second quarter of 2003 as more fully described in the press release, a copy of which is furnished as Exhibit 99.2 hereto and which information is incorporated herein by reference.
 

 

Table of Contents

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.

         
    SPECTRX, INC.
 
         
 
   
/s/ THOMAS H. MULLER, JR.
    By:   Thomas H. Muller, Jr.
        Executive Vice President and Chief
Financial Officer
 
         
 
Date: August 12, 2003        

 

Table of Contents

EXHIBIT INDEX

     
Exhibit No.   Exhibit Description
 
99.1   Press Release, dated August 12, 2003
99.2   (Earnings) Press Release, dated August 12, 2003

 

EX-99.1 3 sppr08120301.htm EXHIBIT 99.1 SPECTRX, INC.

SPECTRX'S LETTER HEAD

Contacts
Bill Wells - Media
Thomas H. Muller, Jr. - Financial
770-242-8723

SpectRx, Inc. to List on OTC Bulletin Board

NORCROSS, GA (August 12, 2003) -- SpectRx, Inc. (NASDAQ: SPRX) today announced that its common stock will be listed on the OTC Bulletin Board effective at the open of business August 13, 2003. The company did not meet the $2.5 million shareholder's equity, $35 million market capitalization or net income requirements for continued listing on the NASDAQ SmallCap Market. The Company will continue to trade under the symbol SPRX.

"While we are disappointed with the decision by NASDAQ, it does not affect our business strategy to become a profitable company through the sales of our SimpleChoice insulin delivery products," said Mark A. Samuels, chairman and CEO of SpectRx, Inc. "We have just launched our first insulin pump infusion set product and expect additional product launches over the next several months. Additionally, we continue discussions with potential strategic partners for our continuous glucose monitoring product and are taking steps to obtain funding for our non-invasive cancer detection business," Mr. Samuels said.

The OTC Bulletin Board® (OTCBB) is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. For more information visit www.otcbb.com. Some Internet quotation services may list SpectRx's common stock as SPRX.OB.

About SpectRx

SpectRx, Inc. (NASDAQ: SPRX) is a medical technology company providing innovative detection, monitoring and treatment solutions for the diabetes and cancer healthcare markets. SpectRx is currently marketing its SimpleChoice® line of innovative diabetes management products, which include insulin pump disposable supplies and over-the-counter diabetes testing kits. These FDA-cleared products complement its developmental consumer device for continuous glucose monitoring. SpectRx is also applying its leading-edge biophotonic technology to the early detection of cancer. Products under development include devices to detect and guide treatment of cervical cancer and skin cancer. For more information, visit SpectRx's web sites at www.spectrx.com and www.mysimplechoice.com.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. A number of the matters and subject areas discussed in this report that are not historical or current facts deal with potential future circumstances and developments. The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally and also may materially differ from SpectRx's actual future experience involving any of or more of such matters and subject areas. SpectRx has attempted to identify, in context, certain of the factors that it currently believes may cause actual future experience and results to differ from SpectRx's current expectations regarding the relevant matter or subject area. Such risks and uncertainties include: the ability of SpectRx to continue as a going concern, the early stage of products in development, the uncertainty of market acceptance of products, the uncertainty of development or effectiveness of distribution channels, the intense competition in the medical device industry, the uncertainty of capital to develop products, the uncertainty of regulatory approval of products, dependence on licensed intellectual property, as well as those that are more fully described from time to time in SpectRx's reports under the heading "Risk Factors" filed with the SEC, including SpectRx's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and subsequent quarterly reports.

###End###

EX-99.2 4 sppr08120302.htm EXHIBIT 99.2 SPECTRX, INC.

SPECTRX'S LETTER HEAD

Contacts
Bill Wells - Media
Thomas H. Muller, Jr. - Financial
770-242-8723

SpectRx, Inc. Reports Second Quarter 2003 Results

Current Highlights -

  • Company to Focus on Diabetes Management

  • First SimpleChoice® Insulin Pump Infusion Set Launched

  • Strategic Clinical Studies Underway for Continuous Glucose Monitor

  • Seeking Venture Capital for Cancer Detection Business

    •

    Norcross, GA (August 12, 2003) -- SpectRx, Inc. (NASDAQ: SPRX) today announced operating results for the quarter and six months ended June 30, 2003. The Company also announced it is seeking venture capital for its cancer detection business and is focusing on reaching profitability through its insulin delivery disposables product line while continuing the development of its continuous glucose monitoring system.

    Revenue for the three months ended June 30, 2003, was $126,000 versus $774,000 for the same period last year. The reduction in revenue is primarily due to the sale of the BiliChek® business to Respironics in March of this year as part of the Company's increasing concentration in diabetes management.

    For the six months ended June 30, 2003, revenue was $927,000 versus $1.4 million for the same period last year.

    The net loss available to common stockholders for the second quarter of 2003 was $2.2 million, or $0.19 per share, compared with a net loss available to common stockholders of $3.3 million, or $0.29 per share, in the comparable quarter of 2002. For the first six months of this year, the net loss available to common stockholders was $2.4 million, or $0.21 per share, compared with a net loss available to common stockholders of $5.7 million, or $0.51 per share, in the first half of 2002. The reduction in loss was primarily due to aggressive management of overall expenses along with the gain recognized on the sale of the BiliChek business.

    Business Update -

    "To more effectively take advantage of the growth opportunities of our insulin delivery business and the large market potential of our continuous glucose monitoring technology, we are increasing our focus on diabetes management," said Mark A. Samuels chairman and CEO of SpectRx, Inc. "We are also excited about the prospects for our non-invasive cancer technology and believe the best path to product commercialization is to seek venture capital funding for that business. As a result, we are currently in the due diligence process with a number of venture capital groups. The initial product, a non-invasive cervical cancer detection device, is in the initial stages of pivotal FDA clinical trials, and is expected to be funded through government grants, already in place, and venture capital."

    ###More###

    "With our focus on diabetes management, we plan to take full advantage of a growing portfolio of high-quality and innovative disposable infusion products for insulin pump wearers, a $270 million market opportunity in the U.S. We also intend to develop and market alternative insulin delivery products to bridge the gap between expensive insulin pump therapy and painful, cumbersome syringes still used by 3.5 million Americans with diabetes. We believe our insulin infusion products will provide a profitable foundation upon which to build a significant diabetes franchise that includes our continuous glucose monitoring technology," Mr. Samuels said.

    "Regarding our insulin delivery business, we achieved a significant milestone in executing our plan for profitability and growth with the launch of our first insulin pump infusion set, the SimpleChoice easy. We have begun to aggressively market that product and its companion insulin cartridge the SimpleChoice reservoir. We are also devoting resources to rapidly bring to market two additional insulin delivery products, including the revolutionary patch infusion set. We expect to have at least one, and hopefully both, of these products on the market by the end of the year," he said.

    "Meanwhile we are moving forward in our efforts to secure a strategic partner for our continuous glucose monitor with clinical studies of third party sensors continuing to show promising results," Mr. Samuels said.

    SpectRx management will hold a conference call to discuss second quarter 2003 results on Wednesday, August 13, 2003 at 11 a.m. EDT. To access the call via telephone, call 800-889-0817 or visit www.ccbn.com for access via the Internet.

    About SpectRx

    SpectRx, Inc. (NASDAQ: SPRX) is a diabetes management company developing and providing innovative solutions for insulin delivery and glucose monitoring. SpectRx markets the SimpleChoice® line of innovative diabetes management products, which include insulin pump disposable supplies. These FDA-cleared products complement its developmental consumer device for continuous glucose monitoring. SpectRx also plans to commercialize its non-invasive cancer detection technology through direct funding. For more information, visit SpectRx's web sites at www.spectrx.com and www.mysimplechoice.com.

    SimpleChoice and SimpleChoice®easy are trademarks owned by SimpleChoice, a SpectRx company.

    "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. A number of the matters and subject areas discussed in this report that are not historical or current facts deal with potential future circumstances and developments. The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally and also may materially differ from SpectRx's actual future experience involving any of or more of such matters and subject areas. SpectRx has attempted to identify, in context, certain of the factors that it currently believes may cause actual future experience and results to differ from SpectRx's current expectations regarding the relevant matter or subject area. Such risks and uncertainties include: the ability of SpectRx to continue as a going concern, the early stage of products in development, the uncertainty of market acceptance of products, the uncertainty of development or effectiveness of distribution channels, the intense competition in the medical device industry, the uncertainty of capital to develop products, the uncertainty of regulatory approval of products, dependence on licensed intellectual property, as well as those that are more fully described from time to time in SpectRx's reports under the heading "Risk Factors" filed with the SEC, including SpectRx's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and subsequent quarterly reports.

     

     

    Financial Tables

    Dollars in Thousands except per share data

    SpectRx, Inc.

    Condensed Statement of Operations (Unaudited)
    Three Months Ended Six Months Ended
      June 30   June 30

    2003

    2002

    2003

    2002
    Revenue

    $126

    $774

    $927

    $1,426
    Expenses
    Cost of Sales

    180

    393

    492

    817
    Research & Development

    1,236

    1,873

    2,219

    3,326
    Selling, General & Administrative

    736

    1,704

    1,446

    2,885
    Total Operating Expenses

    2,152

    3,970

    4,157

    7,028
    Operating Loss

    (2,026)

    (3,196)

    (3,230)

    (5,602)
    Interest & Other Income (Expense)

    (52)

    21

    993

    57
    Net Loss

    (2,078)

    (3,175)

    (2,237)

    (5,545)
    Preferred Stock Dividends

    (74)

    (79)

    (153)

    (158)
    Net Loss Available to Common Stockholders

    $(2,152)

    $(3,254)

    $(2,390)

    $(5,703)
    Basic & Diluted Net Loss per Share

    ($0.19)

    ($0.29)

    ($0.21)

    ($0.51)
    Basic & Diluted Weighted Average Shares Outstanding

    11,237

    11,197

    11,243

    11,195

    Selected Balance Sheet Data (Unaudited)
     

    June 30, 2003

    December 31, 2002
    Cash & Cash Equivalents

    $900

    $1,287
    Working Capital

    (1,611)

    1,066
    Total Assets

    6,824

    7,472
    Accumulated Deficit

    (50,490)

    (48,100)
    Stockholders' Equity

    (1,478)

    836
    Redeemable Preferred Stock, Long-term Portion

    $3,947

    $4,324

    ###END###

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