1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from __________ to __________
COMMISSION FILE NUMBER 0-1000
CHROMAVISION MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 75-2649072
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
33171 PASEO CERVEZA
SAN JUAN CAPISTRANO, CA 92675
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(Address of principal executive offices) (Zip code)
(949) 443-3355
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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As of May 7, 1999 there were 17,554,379 shares outstanding of the Issuer's
Common Stock, $.01 par value.
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CHROMAVISION MEDICAL SYSTEMS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
TABLE OF CONTENTS
Page
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PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Condensed Balance Sheets as of March 31, 1999 and
December 31, 1998 3
Condensed Statements of Operations for the three months
ended March 31, 1999 and 1998; and the period from
April 1, 1993 (Inception) through March 31, 1999 4
Condensed Statements of Cash Flows for the three months
ended March 31, 1999 and 1998; and the period from
April 1, 1993 (Inception) through March 31, 1999 5
Notes to Condensed Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3 Quantitative and Qualitative Disclosure About Market Risk 9
PART II OTHER INFORMATION
Item 2 Changes in Securities and Use of Proceeds 10
Item 6 Exhibits and Reports on Form 8-K 10
SIGNATURES 11
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PART I - ITEM 1
CHROMAVISION MEDICAL SYSTEMS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED BALANCE SHEETS
(Unaudited)
MARCH 31, DECEMBER 31,
1999 1998
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents ................................................ $ 2,937,199 $ 2,853,546
Short-term investments ................................................... 826,693 3,533,747
Note receivable - affiliate .............................................. 5,000,000 5,000,000
Other .................................................................... 254,369 229,889
------------ ------------
Total current assets ............................................... 9,018,261 11,617,182
Other ....................................................................... 475,574 122,302
Property and equipment, net ................................................. 2,920,465 2,891,471
------------ ------------
Total assets ....................................................... $ 12,414,300 $ 14,630,955
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ......................................................... $ 637,372 $ 466,156
Accrued liabilities ...................................................... 507,405 777,579
------------ ------------
Total current liabilities ........................................... 1,144,777 1,243,735
Commitments and contingencies
Stockholders' equity:
Series A convertible preferred stock, $.01 par value,
authorized 7,246,000 shares, none issued and outstanding .............. -0- -0-
Series B convertible preferred stock, $.01 par value, authorized 221,850
shares, none issued and outstanding ................................... -0- -0-
Series C preferred stock, $.01 par value, authorized 200,000 shares,
none issued and outstanding ........................................... -0- -0-
Common stock $.01 par value, authorized 50,000,000 shares, issued and
outstanding 17,548,129 shares in 1999 and 17,270,816 in 1998 .......... 175,481 172,708
Additional paid-in capital ............................................... 36,661,861 36,442,784
Deficit accumulated during the development stage ......................... (25,567,819) (23,228,272)
------------ ------------
Total stockholders' equity .......................................... 11,269,523 13,387,220
------------ ------------
Total liabilities and stockholders' equity .................................. $ 12,414,300 $ 14,630,955
============ ============
See accompanying notes to condensed financial statements.
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CHROMAVISION MEDICAL SYSTEMS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
PERIOD FROM
APRIL 1, 1993
THREE MONTHS ENDED (Inception)
MARCH 31, THROUGH
--------------------------- MARCH 31,
1999 1998 1999
----------- ----------- ------------
Revenue ............................................ $ 15,785 $ -0- $ 1,272,994
Cost of revenue .................................... 8,994 -0- 561,309
----------- ----------- ------------
Gross profit .................................... 6,791 -0- 711,685
----------- ----------- ------------
Operating expenses:
Selling, general and administrative ............. 1,235,050 889,742 13,491,666
Research and development ........................ 1,248,935 1,044,237 14,377,740
Legal settlement ................................ -0- 300,000 300,000
----------- ----------- ------------
Total operating expenses ..................... 2,483,985 2,233,979 28,169,406
----------- ----------- ------------
Loss from operations ......................... (2,447,194) (2,233,979) (27,457,721)
----------- ----------- ------------
Other income:
Interest income, net ............................ 137,647 287,303 1,466,377
Other income .................................... -0- -0- 423,525
----------- ----------- ------------
Total other income ........................... 137,647 287,303 1,889,902
----------- ----------- ------------
Loss before income taxes ..................... (2,339,547) (1,946,676) (25,567,819)
Income taxes ....................................... -0- -0- -0-
----------- ----------- ------------
Net loss ..................................... $(2,339,547) $(1,946,676) $(25,567,819)
=========== =========== ============
Basic and diluted net loss per common share ........ $ (.13) $ (.11)
=========== ===========
Weighted average number of common shares outstanding 17,483,423 17,176,817
=========== ===========
See accompanying notes to condensed financial statements.
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CHROMAVISION MEDICAL SYSTEMS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
PERIOD FROM
APRIL 1, 1993
THREE MONTHS ENDED (Inception)
MARCH 31, THROUGH
--------------------------- MARCH 31,
1999 1998 1999
----------- ----------- ------------
Cash flows from development stage activities:
Net loss .................................................... $(2,339,547) $(1,946,676) $(25,567,819)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization ......................... 285,245 112,829 1,228,068
Issuance of preferred stock for services .............. -0- -0- 770,192
Write-off of note receivable .......................... -0- -0- 40,000
Changes in operating assets and liabilities:
Other assets .......................................... (377,752) 17,799 (729,943)
Accounts payable ...................................... 171,216 15,006 637,372
Accrued liabilities ................................... (270,174) 379,579 507,405
----------- ----------- ------------
Net cash used in operating activities ................. (2,531,012) (1,421,463) (23,114,725)
----------- ----------- ------------
Cash flows from investing activities:
Note receivable from affiliate .............................. -0- -0- (5,825,000)
Collections on notes receivable ............................. -0- -0- 785,000
Proceeds from (purchases of) investments .................... 2,707,054 625,119 (826,693)
Additions to property and equipment ......................... (314,239) (436,592) (4,148,533)
----------- ----------- ------------
Net cash provided by (used in) investing activities . 2,392,815 188,527 (10,015,226)
----------- ----------- ------------
Cash flows from financing activities:
Proceeds from exercise of stock options ..................... 221,850 23,500 338,099
Sale of common stock ........................................ -0- -0- 30,115,450
Sale of preferred stock ..................................... -0- -0- 7,363,196
Offering costs .............................................. -0- -0- (1,749,595)
----------- ----------- ------------
Net cash provided by financing activities ........... 221,850 23,500 36,067,150
----------- ----------- ------------
Net increase (decrease) in cash and cash equivalents 83,653 (1,209,436) 2,937,199
Cash and cash equivalents beginning of period ............... 2,853,546 12,926,398 -0-
----------- ----------- ------------
Cash and cash equivalents end of period ..................... $ 2,937,199 $11,716,962 $ 2,937,199
=========== =========== ============
See accompanying notes to condensed financial statements.
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CHROMAVISION MEDICAL SYSTEMS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
It is suggested that these interim condensed financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's 1998 annual report filed on Form 10-K with the
Securities and Exchange Commission.
The accompanying unaudited financial statements reflect all adjustments
which, in the opinion of management, are necessary for a fair presentation of
the financial position and the results of operations for the interim periods
presented. All such adjustments are of a normal, recurring nature. Certain
amounts have been reclassified to conform to the current period presentation.
The results of the Company's operations for any interim period are not
necessarily indicative of the results to be obtained for a full fiscal year.
(2) DEVELOPMENT STAGE
From the inception of ChromaVision on April 1, 1993, the Company was
considered to be in the development stage as defined by Statement of Financial
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development
Stage Enterprises". The Company will be considered in the development stage
until it begins to realize significant revenue associated from its planned
operations
(3) NET LOSS PER SHARE
Potential common stock shares were not included in the diluted earnings
per share calculation as they would be antidilutive.
(4) LEGAL SETTLEMENT
On April 21, 1998, the Company signed a settlement agreement with IDEA
Research LLC ("IDEA Research") related to litigation filed by the Company on
November 10, 1997 involving, among other things, a claim by IDEA Research of
patent infringement against the Company. The agreement contemplates a
collaboration between both parties on a screening test for Down syndrome for a
period of two years and provides for the grant of a license to the Company under
the patent, an up front payment by the Company of $300,000 upon the signing of
the settlement agreement, a $150,000 payment if certain requirements with
respect to commercializing the Down syndrome screening test are met and a five
percent royalty payable to IDEA Research on net collectible revenues for each
Down syndrome screening test performed. In March 1998, the $300,000 up front
payment was accrued and included in legal settlement charges on the statement of
operations and in April 1998 was paid to IDEA Research.
(5) STOCKHOLDERS' RIGHTS PLAN
In March 1999, the Company adopted a Stockholder Rights Plan, which
provides each stockholder of the Company with one right for each share of common
stock held. Generally, if a person or entity becomes the beneficial owner of 15%
or more of the Company's outstanding common stock, each right (other than those
held by that new 15% stockholder) would be exercisable to purchase that number
of shares of the Company's Common Stock having, at that time, a market value
equal to two times the then current exercise price. The exercise price will
initially be $30 per right, subject to adjustment for certain events. Certain
acquisitions by the holders of 15% or more of the Company's Common Stock on the
date the Stockholder Rights Plan was adopted do not result in the rights
becoming exercisable.
The record date set for distribution of the rights under the Rights
Plan was March 22, 1999, and after that date any shares of common stock traded
will automatically be accompanied by the associated rights. No separate
certificate will be issued to evidence the Rights until they become exercisable.
The rights expire on February 9, 2009 (unless they previously became
exercisable), and are subject to redemption by the Board of Directors of the
Company at $.001 per right at any time prior to the first date upon which they
become exercisable.
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PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Statements in this report describing the plans, goals, strategies,
intentions, and expectations of the Company and anticipated events are
forward-looking statements. Important factors which could cause actual results
to differ materially from those described in such forward-looking statements
include the following: an inadequate supply of biological samples could delay
completion of the clinical trials; the clinical trials could fail to demonstrate
the efficacy of the ChromaVision Automated Cellular Imaging System ("ACIS")
applications; new applications may not be successfully developed; the ability to
commercialize the Company's products is dependent on obtaining appropriate U.S.
Food and Drug Administration (the "FDA") and foreign regulatory approvals, which
may not be obtained when anticipated or at all; manufacture of the ACIS is
subject to FDA regulation; commercialization of the Company's products is
dependent on acceptance by the medical community and medical insurance industry,
which could be delayed or not obtained; and the impact of the Company's efforts
to remediate potential Year 2000 problems.
OVERVIEW
ChromaVision is a laboratory medicine diagnostics company that develops
and manufactures an automated cellular imaging system for a wide variety of
clinical and research applications. The Company currently markets the products
to research centers and is previewing the system to university medical centers
and commercial laboratories in anticipation of receiving clearance from the FDA
based on a filing made in November 1998, which could result in several
commercialized applications. The ACIS and one application, leukocyte alkaline
phosphatase ("LAP"), were cleared for commercial distribution in the U.S. by the
F.D.A in June of 1997.
The ChromaVision ACIS is designed to identify cells with specific
characteristics within a sample of cells on a microscope slide by detecting
color produced by the reaction between common laboratory reagents and the cells
of interest. The intelligent microscope platform automates the scanning of up to
100 patient samples (slides) and uses proprietary imaging software to capture
digital images of the cell samples to detect the presence, count the number and
measure the intensity of targeted cells. The system offers substantial
flexibility because the software can be configured to identify different stains
and cellular staining characteristics, thereby allowing the system to be adopted
for use with different reagents to identify a broad range of targeted cellular
conditions. The Company seeks to establish the ChromaVision ACIS as the
preferred platform for multiple diagnostic applications.
REVENUE AND GROSS PROFITS
Revenue of approximately $16,000 for the three months ended March 31,
1999 is primarily due to monthly rental charges generated from the commercial
placement of the ACIS. The Company is a development stage company and had no
revenue or gross profit for the comparable period in 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Expenses increased approximately $345,000 or 39% over the comparable
period in 1998. The increase is primarily due to increases in the Company's
Sales and Marketing staff necessary to support the commercialization of the
Company's applications. The Company anticipates selling, general and
administrative expenses to continue to increase in the near future as the
Company enters the commercial phase of its development.
RESEARCH AND DEVELOPMENT EXPENSES
Expenses increased approximately $205,000 or 20% over the comparable
period in 1998. The increase is primarily due to the addition of technical
personnel to further develop the Company's applications. The Company anticipates
that research and development expenses will continue to increase in the near
future due to costs related to the development of new applications, additional
clinical trials and the continuation of technological advances to the
ChromaVision ACIS.
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LEGAL SETTLEMENT
In March 1998 the Company accrued $300,000 for legal settlement costs.
See Note 4 of notes to the condensed financial statements.
OTHER INCOME
In 1999, interest income decreased approximately $150,000 to $137,000
as compared to $287,000 for the comparable period in 1998. The decrease resulted
from a decrease in the Company's initial public offering net proceeds that were
used to fund operations.
UNCERTAINTIES AS TO FUTURE OPERATIONS
During 1999 the Company will begin the transition from being focused
almost entirely on the development of its products to focus more on marketing
and sales of the products as they become available for commercial distribution.
The Company faces significant uncertainties in this regard, including its
ability to achieve market acceptance of the products, manufacture the products
in commercial quantities and achieve satisfactory reimbursement for the products
by third party payers. The Company also faces uncertainties with respect to its
ability to complete development of products in its research and development
pipeline, collaborate successfully with other companies in the development of
new products, initiate and complete clinical trials of new products and obtain
governmental approvals for the products. Lack of success in any one of these
efforts could have a material adverse effect on the future results of the
Company's operations and its ability to generate sufficient cash flow to reduce
its dependence on additional financing.
LIQUIDITY AND CAPITAL RESOURCES
On August 13, 1997, the Company completed its initial public offering
of 6,020,000 shares of Common Stock. The Company received net proceeds of
approximately $28.4 million after deducting underwriting discounts and offering
expenses. Prior to this offering, the Company's primary source of financing was
a $5.0 million revolving line of credit and a $6.4 million private placement in
June 1996.
The Company has an agreement with its principal bank for a $5,000,000
revolving line of credit. The line expires May 30, 2000. At the Company's
option, the interest rate is prime less .25% or LIBOR plus 1.75%. There were no
borrowings outstanding under the line of credit during the period. Any
borrowings outstanding under the line of credit will be collateralized by the
Company's investment in securities held by the principal bank having a market
value equal to 111% of the principal balance of the loans. At March 31, 1999,
the Company had approximately $8.8 million of cash and cash equivalents, note
receivables and investments, working capital of approximately $7.9 million and
no long-term debt.
Capital expenditures for the period ended March 31, 1999 were
approximately $314,000 and related primarily to the manufacture of the
ChromaVision ACIS systems placed with customers. Capital expenditures are
expected to be approximately $4 million in 1999, and are expected to be
primarily related to the manufacture of the ChromaVision ACIS for "per-click"
placements with customers, although the Company's present plans could change and
this amount could be materially different The Company's business plan
anticipates placing these instruments with users at no charge and charging a
"per-click" fee for each use of the instrument. The manufacture of these
instruments will require a significant outlay of cash for which revenues will be
recognized over the lease term. The expenditures will be funded by current cash
reserves, which will be partially offset by third-party asset based financing
for these instruments. The Company presently has an agreement for such financing
totaling $1 million.
The Company anticipates that existing cash resources and investments
and expected proceeds from the note receivable from affiliate will be sufficient
to satisfy its operating cash needs for 1999. Management expects that losses
from operations and increases in working capital requirements will produce
significant negative cash flows from operations for at least the next twelve
months and beyond. In addition, to support the Company's future cash needs it
intends to consider, but not be limited to, additional debt or equity financing.
However there can be no assurance that any such financing will be available to
the Company or that adequate funds for the Company's operations will be
available when needed or on terms attractive to the Company. If the Company is
unable to obtain sufficient additional funds, the Company may have to delay,
scale back or eliminate some or all of its development activities, clinical
studies and/or regulatory activities.
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YEAR 2000 PROBLEMS
The Company purchases computer hardware and software and also develops
software for use in its ChromaVision ACIS(TM). In addition, purchased software
is run on in-house computer networks. An inventory and assessment of the
Company's product, in-house network software and its reliance on embedded
technology is in process, and to date the Company has not noted any material
Year 2000 problems which would prevent its products and systems from being
capable of correctly interpreting dates beyond the Year 1999. However, until the
assessment, validation and testing are completed, there remains considerable
uncertainty due to the possibility of not completing testing and validation as
scheduled and/or uncovering Year 2000 problems that could create a material
impact on the Company's performance. Final testing is expected to be completed
during the second quarter of 1999 with any remediation and or implementation to
be completed by the end of 1999. The Company intends to determine if contingency
plans are needed for any aspect of its business with respect to Year 2000 issues
(including most reasonably likely worst case Year 2000 scenarios), and to create
those contingency plans by the end of the second quarter of 1999.
The Company is currently in the process of surveying its key suppliers
to determine whether they will be Year 2000 ready. In addition, due to the
Company's development stage status, currently it does not have a customer base
from which to survey Year 2000 problems. A significant interruption in key
suppliers' and potential customers' activities due to Year 2000 problems could
result in a material impact on the Company's financial results and operations.
Also, a portion of the Company's potential revenue will be indirectly dependent
upon customers' reimbursement from federal, state and municipal government
agencies and insurance companies, and the state of readiness of those third
party payers is of concern. A significant interruption in the ability of one or
more government agencies to reimburse these healthcare providers could lead to a
significant interruption in cash received from those customers.
The Company does not expect that the cost of its Year 2000 program
will be material to its business, financial conditions or results of operations.
Substantially all of the costs of the program have consisted and are expected to
continue to consist of compensation expense allocable to employees who work on
the Year 2000 project. The Company does not separately track these expenses. All
costs are expensed as incurred.
All statements in this Report regarding the Year 2000 problem involve
forward-looking information as to which there is great uncertainty. The actual
results of the Company's program to deal with the Year 2000 problem could differ
materially from what the Company plans and anticipates because of the lack of
experience of the Company and others with problems of this kind, the extent to
which computer and other systems of business and other entities are
inter-related and the lack of control over, and access to information of, third
parties upon whom the Company's business is dependent. The failure of the
Company to correctly analyze and anticipate Year 2000 problems in its own
operations or those of third parties or the failure or inability to develop
effective contingency plans could have a material adverse effect on the
Company's business.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company invests excess cash in short-term debt securities that are
intended to be held to maturity. These short-term investments have various
maturity dates which do not exceed one year.
Two of the main risks associated with these investments are interest
rate risk and credit risk. Typically, when interest rates rise, there is a
corresponding decline in the market value of debt securities. Credit risk refers
to the possibility that the issuer of the debt securities will not be able to
make principal and interest payments. The Company has not experienced any losses
on its investments to date due to credit risk.
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PART II
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
In March 1999 the Company adopted a Stockholder Rights Plan which is
intended to discourage attempts to obtain control of the Company without
negotiating with the Board of Directors of the Company. The Stockholder Rights
Plan is described in detail in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 12, 1999. The following brief
summary is qualified in its entirety by reference to the more detailed
description of the Stockholder Rights Plan and the copies of the documents
comprising the Plan which were filed as Exhibits to the Current Report on Form
8-K.
Under the Stockholder Rights Plan if a person or entity acquires
beneficial ownership of 15% or more of the voting stock of the Company (subject
to certain exceptions) and the acquisition has been publicly announced, the
Company stockholders have the right to purchase additional shares of Common
Stock for an exercise price of $30.00 per share of Common Stock held by them
(subject to adjustment). The number of shares that can be purchased is
determined by dividing the exercise price by one-half of the then market price
of the Common Stock. A person or entity acquiring 15% or more of the voting
stock of the Company is not entitled to exercise any such rights. As a result
the exercise of the rights would have a substantial dilutive effect on the
voting power and equity investment of that person or entity.
If a person or entity acquires 15% or more of the voting stock of the
Company, the acquisition has been publicly announced and thereafter:
(a) the Company merges or consolidates with another entity and
the Company is not the surviving corporation or
(b) the Company merges or consolidates with another entity and
is the surviving corporation but the Common Stock is converted into or
exchanged for securities or assets of another person or entity or
(c) 50% or more of the assets or earning power of the Company
and its subsidiaries is sold or transferred to a person or entity other
than the Company or a wholly-owned subsidiary of the Company,
then the rights become exercisable to purchase shares of the common stock of the
surviving entity at half of its then market price.
Until the rights become exercisable to purchase Common Stock, they are
redeemable at the option of the Board of Directors for nominal consideration and
the Board has the right to amend or supplement the Stockholder Rights Plan.
After the rights become exercisable to purchase Common Stock, the Board cannot
amend or supplement the Stockholder Rights Plan in a manner that materially and
adversely affects any holder of outstanding rights other than a person or entity
that has acquired beneficial ownership of 15% or more of the outstanding shares
and other than an acquiring entity in certain business combinations with the
Company. Until they become exercisable the rights are not evidenced by any
separate security and trade with the Common Stock.
The Company completed its initial public offering pursuant to a
registration statement (Registration No. 333-26129) which became effective on
July 1, 1997. Of the $28.4 million of net proceeds of the offering,
approximately $5.5 million were used for repayment of the bank line of credit
indebtedness and reduction of an inter-company payable to XL-Vision, Inc. and an
additional $14.1 million were used to fund working capital and research and
development through March 31, 1999.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Certificate of Incorporation of the Company (as amended)**
3.2 By-laws of the Company, as amended**
27 Financial Data Schedule*
(b) Report on Form 8-k
The Company filed a Form 8-K with the Commission on March 12,
1999 to report the adoption of a stockholders' rights plan. No
financial statements were filed with this report.
-------------
* Filed herewith.
** Filed on April 30, 1997 as an exhibit to the Company's Registration
Statement on Form S-1 (No. 333-26129) and incorporated by reference
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CHROMAVISION MEDICAL SYSTEMS, INC.
DATE: May 14, 1999 By: /s/ Douglas S. Harrington, M.D.
--------------------- ------------------------------------
Douglas S. Harrington, M.D.
Chief Executive Officer
DATE: May 14, 1999 By: /s/ Kevin C. O'Boyle
--------------------- ------------------------------------
Kevin C. O'Boyle
Vice President,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
3.1 Certificate of Incorporation of the Company (as amended)**
3.2 By-laws of the Company, as amended**
27 Financial Data Schedule*
-------------
* Filed herewith.
** Filed on April 30, 1997 as an exhibit to the Company's Registration
Statement on Form S-1 (No. 333-26129) and incorporated by reference