1 UNITED STATES 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: July 22, 1997 Commission File Number: 0-18976 CELTRIX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-3121462 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 3055 Patrick Henry Drive, Santa Clara, CA 95054-1815 (Address of principal executive offices and zip code) Registrant's Telephone Number: (408) 988-2500 2 ITEM 5. OTHER EVENTS On July 22, 1997, Celtrix Pharmaceuticals, Inc., a Delaware corporation (the "Company") announced First Quarter Financial Results. Further details regarding this announcement are contained in the Company's news release dated July 22, 1997, attached as exhibit hereto and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (A) EXHIBITS Exhibit 21 Celtrix Pharmaceuticals, Inc. News Release dated July 22, 1997. 3 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. CELTRIX PHARMACEUTICALS, INC. (Registrant) Date: July 22, 1997 By: /s/ ANDREAS SOMMER ----------------------------------------------- Andreas Sommer President and Chief Executive Officer 4 CELTRIX PHARMACEUTICALS, INC. INDEX TO EXHIBITS Exhibit Number -------------- Exhibit 21 Celtrix Pharmaceuticals, Inc. Press Release dated July 22, 1997. 5 CELTRIX PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) June 30, March 31, 1997 1997 ----------- ----------- (unaudited) ASSETS Current assets: Cash, cash equivalents and short-term investments $ 16,724 $ 5,788 Receivables and other current assets 184 197 ----------- ----------- Total current assets 16,908 5,985 Property and equipment, net 8,023 8,423 Intangible and other assets, net 2,603 2,548 ----------- ----------- $ 27,534 $ 16,956 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 1,330 $ 1,380 Short-term debt and lease obligations 209 328 ----------- ----------- Total current liabilities 1,539 1,708 Deferred rent 1,001 1,038 Stockholders' equity 24,994 14,210 ----------- ----------- $ 27,534 $ 16,956 =========== =========== 6 CELTRIX PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (unaudited) Three Months Ended June 30, ---------------------------------- 1997 1996 ------------ ------------ Revenues: Other revenues $ 24 $ 42 ------------ ------------ 24 42 Costs and expenses: Research and development 3,005 2,703 General and administrative 548 445 ------------ ------------ 3,553 3,148 ------------ ------------ Operating loss (3,529) (3,106) Interest income, net 224 163 Gain on sale of investment in Prograft Medical, Inc. 737 -- ------------ ------------ Net loss $ (2,568) $ (2,943) ============ ============ Net loss per share $ (0.12) $ (0.19) ============ ============ Shares used in computing net loss per share 20,985 15,220 ============ ============