UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2005
IMCLONE SYSTEMS INCORPORATED
(Exact name of Registrant as Specified in Charter)
Delaware | | 0-19612 | | 04-2834797 |
(State of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
180 Varick Street, 6th Floor
New York, New York 10014
(Address of Principal Executive Offices) (Zip Code)
(212) 645-1405
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note: The purpose of this Current Report on Form 8-K/A is to amend the Registrant’s Current Report on Form 8-K, dated and filed with the Securities and Exchange Commission on January 26, 2005, relating to the press release announcing financial results for the fiscal quarter and year ended December 31, 2004. This report amends the information provided under Item 2.02 thereto.
Item 2.02. Results of Operations and Financial Condition
On January 26, 2005, ImClone Systems Incorporated issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2004 and which was attached as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, dated and filed with the Securities and Exchange Commission on the same date. For the year ended December 31, 2004 in the table entitled “Consolidated Condensed Statement of Operations” accompanying the press release, due to a typographical error, the number relating to the line item entitled “Income (loss) per common share: Diluted”, was understated by $0.01, the number reported was $1.32 and the corrected number is $1.33. The corrected “Consolidated Condensed Statement of Operations” table is included below.
IMCLONE SYSTEMS INCORPORATED
Consolidated Condensed Statements of Operations
(in thousands, except per share data)
| | Three Months Ended
December 31, | | Year Ended
December 31, | |
| | 2004 | | 2003 | | 2004 | | 2003 | |
Revenues: | | | | | | | | | |
License fees and milestone revenue | | $ | 20,782 | | $ | 11,983 | | $ | 129,386 | | $ | 47,970 | |
Manufacturing revenue | | 28,789 | | — | | 99,041 | | — | |
Royalty revenue | | 36,532 | | 58 | | 106,274 | | 575 | |
Collaborative agreement revenue | | 21,194 | | 7,760 | | 53,989 | | 32,285 | |
Total revenues | | 107,297 | | 19,801 | | 388,690 | | 80,830 | |
Operating expenses: | | | | | | | | | |
Research and development | | 25,976 | | 27,491 | | 82,658 | | 121,111 | |
Clinical and regulatory | | 9,395 | | 6,562 | | 30,254 | | 30,154 | |
Marketing, general and administrative | | 19,779 | | 11,095 | | 59,800 | | 41,947 | |
Litigation settlement expense | | 55,363 | | — | | 55,363 | | — | |
Royalty expense | | 16,725 | | — | | 36,065 | | — | |
Cost of manufacturing revenue | | 540 | | — | | 1,099 | | — | |
Other | | — | | (212 | ) | (1,815 | ) | (3,531 | ) |
Total operating expenses | | 127,778 | | 44,936 | | 263,424 | | 189,681 | |
| | | | | | | | | |
Operating income (loss) | | (20,481 | ) | (25,135 | ) | 125,266 | | (108,851 | ) |
| | | | | | | | | |
Other (income) expense, net | | (4,017 | ) | 1,054 | | (5,748 | ) | 3,160 | |
| | | | | | | | | |
Income (loss) before income taxes | | (16,464 | ) | (26,189 | ) | 131,014 | | (112,011 | ) |
(Benefit) provision for income taxes | | (3,286 | ) | 154 | | 17,361 | | 491 | |
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Net income (loss) | | $ | (13,178 | ) | $ | (26,343 | ) | $ | 113,653 | | $ | (112,502 | ) |
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Income (loss) per common share: | | | | | | | | | |
Basic | | $ | (0.16 | ) | $ | (0.35 | ) | $ | 1.43 | | $ | (1.52 | ) |
Diluted | | $ | (0.16 | ) | $ | (0.35 | ) | $ | 1.33 | | $ | (1.52 | ) |
Shares used in calculation of income (loss) per share: | | | | | | | | | |
Basic | | 82,789 | | 74,964 | | 79,500 | | 74,250 | |
Diluted | | 82,789 | (2) | 74,964 | (2) | 91,194 | (1) | 74,250 | |
(1) Diluted shares include the weighted average number of shares underlying the $600 million convertible notes outstanding.
(2) The computation of diluted shares does not assume conversion of options or convertible securities because such effect would be antidilutive.
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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.
| | | | | | IMCLONE SYSTEMS INCORPORATED |
| | | | | | | |
| | | | | | By: | /s/ Michael J. Howerton |
| | | | | | | Name: Michael J. Howerton |
| | | | | | | Title: Chief Financial Officer |
Date: February 18, 2005
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