SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 1997.
--------------
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 0-27976.
GalaGen Inc.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 41-1719104
- ------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4001 Lexington Ave. North
Arden Hills, Minnesota 55126
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(612) 481-2105
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- ------------------------------------------------------------------------------
(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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
------- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common Stock, $.01 par
value--7,163,769 shares as of April 30, 1997.
1
INDEX
GALAGEN INC.
(A DEVELOPMENT STAGE COMPANY)
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets - March 31, 1997 and December 31, 1996..............3
Statements of Operations - Three months ended
March 31, 1997 and March 31, 1996 and for the period
November 17, 1987 (inception) through March 31, 1997...............4
Statements of Cash Flows - Three months ended
March 31, 1997 and March 31, 1996 and for the period
November 17, 1987 (inception) through March 31, 1997...............5
Notes to Financial Statements......................................6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations...................8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.........10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................................11
SIGNATURES..................................................................14
2
GALAGEN INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MARCH 31, 1997 DECEMBER 31, 1996
-------------- -----------------
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents............... $ 2,554,177 $ 3,869,549
Available-for-sale securities........... 6,367,647 7,498,343
Prepaid expenses........................ 67,054 87,274
-------------- ----------------
Total current assets..................... 8,988,878 11,455,166
Property, plant and equipment............ 1,971,700 1,687,838
Less accumulated depreciation........... (214,427) (195,483)
-------------- ----------------
1,757,273 1,492,355
Deferred financing expenses.............. - 11,944
-------------- ----------------
Total assets............................. 10,746,151 $ 12,959,465
-------------- ----------------
-------------- ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................ $ 903,016 $ 1,486,928
Accrued expenses........................ 71,692 192,633
-------------- ----------------
Total current liabilities................ 974,708 1,679,561
Other long-term liabilities.............. 45,000 45,000
Stockholders' equity
Preferred Stock, $.01 par value:
Authorized shares - 15,000,000
Issued and outstanding shares - none.. - -
Common stock, $.01 par value:
Authorized shares - 40,000,000
Issued and outstanding
shares - 7,163,769 at March 31, 1997
and December 31, 1996................. 71,638 71,638
Additional paid-in capital.............. 58,926,654 58,926,654
Deficit accumulated during
the development stage................. (48,760,848) (47,183,920)
Deferred compensation................... (511,001) (579,468)
-------------- ----------------
Total stockholders' equity.............. 9,726,443 11,234,904
-------------- ----------------
Total liabilities and stockholders'
equity................................. $ 10,746,151 $ 12,959,465
-------------- ----------------
-------------- ----------------
See accompanying notes.
Note: The balance sheet at December 31, 1996 has been derived from audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
3
GALAGEN INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
PERIOD FROM
NOVEMBER 17, 1987
THREE MONTHS ENDED MARCH 31 (INCEPTION) TO
--------------------------- MARCH 31,
1997 1996 1997
----------------------------------------------
Revenues:
Product sales............... $ - $ - $ 1,449,593
Product royalties........... - - 62,747
Research and development
revenues.................. - - 396,350
------------ ------------ -------------
- - 1,908,690
Operating costs and expenses:
Cost of goods sold.......... - - 3,468,711
Research and development.... 1,119,214 696,859 24,314,750
General and administrative.. 573,996 475,250 14,622,591
------------ ------------ -------------
(1,693,210) (1,172,109) (42,406,052)
------------ ------------ -------------
Operating loss............... (1,693,210) (1,172,109) (40,497,362)
Interest income.............. 116,282 5,080 873,634
Interest expense............. - (304,204) (2,445,697)
------------ ------------ -------------
Net loss before extraordinary
gain....................... (1,576,928) (1,471,233) (42,069,425)
Extraordinary gain on
extinguishment of debt..... - - 605,421
------------ ------------ -------------
Net loss for the period and
deficit accumulated during
the development stage....... (1,576,928) (1,471,233) (41,464,004)
Less preferred stock
dividends................ - - (7,296,844)
------------ ------------ -------------
Net loss applicable to common
stockholders.................. $ (1,576,928) $ (1,471,233) $ (48,760,848)
------------ ------------ -------------
------------ ------------ -------------
Net loss per share applicable
to common stockholders
Primary................... $ (0.22) $ (0.75) $ (21.06)
Fully diluted............. $ (0.22) $ (0.29) $ (16.48)
Weighted average number of
common shares outstanding
Primary................... 7,163,769 1,955,569 2,314,916
Fully diluted............. 7,163,769 5,081,728 2,959,347
See accompanying notes.
4
GALAGEN INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
PERIOD FROM
NOVEMBER 17, 1987
THREE MONTHS ENDED MARCH 31 (INCEPTION) TO
--------------------------- MARCH 31,
1997 1996 1997
----------------------------------------------
OPERATING ACTIVITIES:
Net loss...................... $ (1,576,928) $ (1,471,233) $ (48,760,848)
Adjustments to reconcile net
loss to cash (used) in
operating activities:
Depreciation and amortization 87,410 279,714 1,795,900
Preferred stock dividend..... - - 7,296,844
Warrants issued, net......... - - 907,064
Extraordinary gain on
extinguishment of debt...... - - (605,421)
Equity/debt issued for
services................... - - 2,976,224
Changes in operating assets
and liabilities............. (672,688) 66,746 1,792,101
------------- ------------- --------------
Net cash (used) in operating
activities.................. ( 2,162,206) (1,124,773) (34,598,136)
------------- ------------- --------------
INVESTING ACTIVITIES:
Purchase of property, plant
and equipment.............. (283,862) (1,491) (3,727,745)
Change in available-for-sale
securities, net............. 1,130,696 - (6,367,647)
------------- ------------- --------------
Net cash provided (used) by
investing activities........ 846,834 (1,491) (10,095,392)
------------- ------------- --------------
FINANCING ACTIVITIES:
Proceeds from sale of stock,
net of offering costs....... - 462,819 32,129,285
Proceeds/payment from/on note
payable..................... - 500,000 15,118,420
------------- ------------- --------------
Net cash provided by financing
activities.................. - 962,819 47,247,705
------------- ------------- --------------
Increase (decrease) in cash... (1,315,372) (163,445) 2,554,177
Cash and cash equivalents at..
beginning of period......... 3,869,549 509,339 -
------------- ------------- --------------
Cash and cash equivalents at
end of period............... $ 2,554,177 $ 345,894 $ 2,554,177
------------- ------------- --------------
------------- ------------- --------------
SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Value of warrants issued with
convertible debt............ $ - $ 33,333 $ 110,333
Deferred compensation
recognized for employee
options..................... - - 1,657,000
Deferred compensation
adjustment for canceled
options..................... - - 261,200
Conversion of convertible
promissory notes plus related
accrued interest, net of
financing costs............. - - 8,864,825
5
GALAGEN INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, all
adjustments (consisting of normal, recurring accruals) considered necessary
for fair presentation have been included. Operating results for the three
months ended March 31, 1997, are not necessarily indicative of the results
that may be expected for the year ended December 31, 1997. These financial
statements should be read in conjunction with the audited financial
statements and accompanying notes contained in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996.
2. CASH AND CASH EQUIVALENTS
Cash equivalents include short-term highly liquid investments
purchased at cost, which approximate market, with original maturities of
three months or less.
3. INVESTMENTS
Investments in debt securities with a remaining maturity of more than
three months at the date of purchase are classified as marketable
securities. Management determines the appropriate classification of debt
securities at the time of purchase and reevaluates such designation as of
each balance sheet date. Debt securities are classified as
available-for-sale as of March 31, 1997. The book value of the investments
approximates their estimated market value. The estimated market value of
investments by security type is as follows:
ESTIMATED MARKET VALUE
AS OF MARCH 31, 1997
----------------------
U.S. Government agency securities $ 3,554,192
U.S. Treasury securities 2,615,767
Investment grade debt securities 197,688
-------------
$ 6,367,647
-------------
-------------
All investments have a contractual maturity of one year or less.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost. Depreciation and
amortization are provided for on the straight line method. At March 31,
1997, construction in progress consisted of leasehold improvements and
equipment in connection with the Company's pilot plant manufacturing
facility. At March 31, 1997, property, plant and equipment consisted
of the following:
Furniture, fixtures and equipment $ 479,074
Construction in progress 1,492,626
-------------
1,971,700
Less accumulated depreciation (214,427)
-------------
$ 1,757,273
-------------
-------------
6
GALAGEN INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
5. NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of
shares of common stock outstanding during the periods presented. The fully
diluted loss per share assumes the conversion of preferred shares
outstanding prior to the Company's initial public offering (the "Offering")
to common shares as of the beginning of the period. The loss per share for
periods prior to the closing date of the Offering also gives effect to the
requirements of Staff Accounting Bulletin No. 83 (SAB 83).
7
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
GENERAL. The net loss applicable to common stockholders increased by
$105,695, or 7.2%, for the three months ended March 31, 1997, to $1,576,928 from
$1,471,233 for the same period in 1996. The increase was due primarily to
increased spending on research and development of approximately $422,000 offset
by decreased interest expense of approximately $304,000. Historical spending
levels are not indicative of future spending levels because the Company is
entering a period of rapid growth in product development activity, which is
planned to include increases in costs relating to research and development
activity, small-scale manufacturing and accelerated clinical trial activity.
For these reasons, the Company believes its expenses and losses will increase
before any material product revenues are generated. The immediately preceding
statement is a forward-looking statement within the meaning of the safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934, as amended
("forward-looking statement"). This statement is subject to risks and
uncertainties that could cause actual results to differ materially from those
projected, including unfavorable results in clinical trials, failure to identify
and enroll patients meeting clinical criteria, additional testing required by
regulatory authorities, failure to obtain regulatory approvals or development of
alternative therapies by competitors. Because actual results may differ,
readers are cautioned not to place undue reliance on this forward-looking
statement.
RESEARCH AND DEVELOPMENT EXPENSES. Expenses for research and development
increased $422,355, or 60.6%, for the three months ended March 31, 1997 to
$1,119,214 from $696,859 for the three months ended March 31, 1996.
Approximately $130,000 of the increase was from associated personnel expense;
approximately $89,000 of the increase was due to increased expenses associated
with the SPORIDIN-G Phase II/III clinical trial; approximately $76,000 was from
increased development and clinical expenses for DIFFISTAT-G; and approximately
$75,000 was for increased development and clinical expenses for the Company's
other products including CANDISTAT-G and PYLORIMUNE-G and increased pilot plant
operating costs. The Company expects research and development expenses to
increase as the Company's clinical trials activity accelerates. The immediately
preceding statement is a forward-looking statement subject to risks and
uncertainties, including those discussed in the immediately preceding paragraph,
that could cause actual results to differ materially from those projected.
Because actual results may differ, readers are cautioned not to place undue
reliance on this forward-looking statement.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased $98,746, or 20.8%, for the three months ended March 31, 1997 to
$573,996 from $475,250 for the first quarter of 1996. Approximately $79,000 of
the increase was from increased outside service charges, primarily legal counsel
and public relations support.
INTEREST INCOME. Interest income was $116,282 for the three months ended
March 31, 1997 and $5,080 for the same period in 1996. The increase in interest
income was due to the investment of funds received by the Company from the
Offering.
INTEREST EXPENSE. Interest expense was zero for the three months ended
March 31, 1997 and $304,204 for the same period in 1996. Interest expense for
the first quarter of 1996 was due entirely to the valuation of warrants issued
both to guarantors of a line of credit for the Company and to purchasers of
8
the Company's Promissory Notes prior to the conversion of the Convertible
Promissory Notes into Common Stock upon the closing of the Offering.
LIQUIDITY AND CAPITAL RESOURCES
The Company was incorporated in March 1992. On July 24, 1992, Procor, the
Company's predecessor, was merged with and into the Company (the "Procor-GalaGen
Merger"). At the time of the Procor-GalaGen Merger, Procor was a wholly-owned
subsidiary of Land O'Lakes, Inc. ("Land O'Lakes"). Since the Company's
inception through March 31, 1997, investments in the Company have totaled
approximately $50.6 million, including approximately $7.1 million of
inter-company obligations payable to Land O'Lakes which were forgiven and
recorded as contributed capital at the time of the Procor-GalaGen Merger, $17.9
million from the Offering (after deducting underwriting discounts and offering
expenses) and approximately $25.6 million from private placements of equity and
convertible debt and from conversion of accrued interest on such debt and the
exercise of stock options and warrants. The Company has invested funds received
in the Offering and these private placements in investment-grade,
interest-bearing obligations.
Cash used in operating activities increased by $1,037,433, or 92.2%, for
the three months ended March 31, 1997 to $2,162,206 from $1,124,773 for the same
period in 1996. Cash used in operations for the three month period ended March
31, 1997 went primarily to fund operating losses and for repayment of current
liabilities. For the three month period ended March 31, 1996 cash used in
operations went primarily to fund operating losses.
For the three months ended March 31, 1997 the Company redeemed $1,130,696
of its available-for-sale securities and invested $249,797 in equipment and
tenant improvements related to the Company's pilot plant manufacturing facility.
The Company invested $34,065 for the three months ended March 31, 1997 and
$1,491 for the same period in 1996 in lab equipment, computer equipment and
software and furniture used primarily to support the Company's operations.
The Company anticipates that its existing resources and interest thereon
will be sufficient to satisfy its anticipated cash requirements through
approximately the first quarter of 1998. This statement regarding the
Company's anticipated cash requirements is a forward-looking statement
subject to risks and uncertainties, including those discussed below, that
could cause actual results to differ materially from those projected.
Because actual results may differ, readers are cautioned not to place undue
reliance on this forward-looking statement. The Company's working capital
and capital requirements will depend upon numerous factors, including the
progress of the Company's clinical trials and research and development
programs and the timing of and cost of obtaining regulatory approvals. The
Company's capital requirements also will depend on the levels of resources
devoted to the development of manufacturing and marketing capabilities,
technological advances, the status of competitive products and the ability of
the Company to establish strategic alliances to provide research and
development funding to the Company.
The Company expects to incur substantial additional research and
development and other costs, including costs related to clinical studies, as
well as capital expenditures necessary to obtain licensure of the existing GMP
pilot plant facility and to establish additional commercial scale GMP
manufacturing relationships. The Company will need to raise substantial
additional funds for longer term product development, manufacturing and
marketing activities it plans to undertake in the future. The Company's ability
to continue funding its planned operations beyond the first quarter of 1998 is
dependent upon its ability to obtain additional funds through equity or debt
financing, strategic alliances, license agreements or from other financing
sources. A lack of adequate funding could eventually result in the insolvency
or bankruptcy of the Company. At a minimum, if adequate funds are not
available, the Company may be required to delay or to eliminate expenditures for
certain of its product development efforts or to license
9
to third parties the rights to commercialize products or technologies that
the Company would otherwise seek to develop itself. Because of the Company's
significant long-term capital requirements, it may seek to raise funds when
conditions are favorable, even if it does not have an immediate need for such
additional capital at such time. If the Company has not raised funds prior
to such time as the Company's needs for funding become immediate, the Company
may be forced to raise funds when conditions are unfavorable which could
result in dilution to the Company's current stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
10
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a.) EXHIBITS
EXHIBIT NO. DESCRIPTION METHOD OF FILING
----------- ------------ ----------------
3.2 Restated Certificate of Incorporation of Incorporated By
the Company.(3) Reference
3.4 Restated Bylaws of the Company.(1) Incorporated By
Reference
4.1 Specimen Common Stock Certificate.(1) Incorporated By
Reference
4.2 Warrant to purchase 13,541 shares of Incorporated By
Common Stock of the Company issued Reference
to Piper Jaffray Inc., dated
January 26, 1993.(1)
4.3 Warrant to purchase 20,312 shares of Incorporated By
Common Stock of the Company issued to Reference
Gus A. Chafoulias, dated
October 12, 1993.(1)
4.4 Warrant to purchase 20,312 shares of Incorporated By
Common Stock of the Company issued to Reference
John Pappajohn, dated
October 12, 1993.(1)
4.5 Warrant to purchase 9,479 shares of Incorporated By
Common Stock of the Company issued to Reference
Cato Holding Company, dated
June 21, 1994.(1)
4.6 Form of Common Stock Warrant to purchase Incorporated By
shares of Common Stock of the Company, Reference
issued in connection with the sale of
Convertible Promissory Notes.(1)
4.7 Warrant to purchase 17,144 shares of Incorporated By
Series F-1 Convertible Preferred Stock Reference
of the Company issued to Chiron
Corporation, dated March 29, 1995.(1)
4.8 Warrant to purchase 42,856 shares of Incorporated By
Series F-2 Convertible Preferred Reference
Stock of the Company issued to Chiron
Corporation, dated March 29, 1995.(1)
4.9 Warrant to purchase 60,000 shares of Incorporated By
Series F-3 Convertible Preferred Reference
Stock of the Company issued to Chiron
Corporation, dated March 29, 1995.(1)
4.10 Warrant to purchase 80,000 shares of Incorporated By
Series F-3 Convertible Preferred Reference
Stock of the Company issued to Chiron
Corporation, dated March 29, 1995.(1)
4.11 Warrant to purchase 18,250 shares of Incorporated By
Common Stock of the Company issued to Reference
IAI Investment Funds VI, Inc. (IAI
Emerging Growth Fund), dated
January 30, 1996.(1)
4.12 Warrant to purchase 6,250 shares of Incorporated By
Common Stock of the Company issued Reference
to IAI Investment Funds IV, Inc.
(IAI Regional Fund), dated
January 30, 1996.(1)
11
EXHIBIT NO. DESCRIPTION METHOD OF FILING
----------- ------------ ----------------
4.13 Warrant to purchase 25,000 shares of Incorporated By
Common Stock of the Company Reference
issued to John Pappajohn,
dated February 2, 1996.(1)
4.14 Warrant to purchase 25,000 shares of Incorporated By
Common Stock of the Company issued to Reference
Edgewater Private Equity Fund, L.P.,
dated February 2, 1996.(1)
4.15 Warrant to purchase 10,000 shares of Incorporated By
Common Stock of the Company issued to Reference
Joseph Giamenco, dated February 2,
1996.(1)
4.16 Warrant to purchase 25,000 shares of Incorporated By
Common Stock of the Company issued to Reference
Gus A. Chafoulias, dated February 2,
1996.(1)
4.17 Warrant to purchase 25,000 shares of Incorporated By
Common Stock of the Company issued to Reference
JIBS Equities, dated February 2, 1996.(1)
4.18 Warrant to purchase 25,000 shares of Incorporated By
Common Stock of the Company issued to Reference
Land O'Lakes, Inc., dated February 2,
1996.(1)
#10.1 License Agreement between the Company Incorporated By
and Land O'Lakes dated May 7, 1992.(1) Reference
#10.2 Royalty Agreement between the Company Incorporated By
and Land O'Lakes dated May 7, 1992.(1) Reference
#10.3 Supply Agreement between the Company Incorporated By
and Land O'Lakes dated May 7, 1992.(1) Reference
10.4 Master Services Agreement between the Incorporated By
Company and Land O'Lakes dated Reference
May 7, 1992.(1)
*10.5 GalaGen Inc. 1992 Stock Plan, as amended. Electronic
Transmission
10.7 Stock and Warrant Purchase Agreement Incorporated By
between the Company and Chiron Reference
Corporation dated March 20, 1995.(1)
#10.8 License and Collaboration Agreement Incorporated By
between the Company and Chiron Reference
Corporation dated March 20, 1995.(1)
*10.9 GalaGen Inc. Employee Stock Purchase Incorporated By
Plan, as amended. (2) Reference
10.10 Credit Agreement between the Company and Incorporated By
Norwest Bank Minnesota, N.A., dated as Reference
of January 24, 1996.(1)
10.11 Commitment Letter between the Company Incorporated By
and Cargill Leasing Corporation, dated Reference
June 5, 1996. (2)
10.12 Master Equipment Lease between the Incorporated By
Company and Cargill Leasing Corporation, Reference
dated June 6, 1996. (2)
10.13 Agreement for Progress Payments between Incorporated By
the Company and Cargill Leasing Reference
Corporation, dated June 6, 1996. (2)
12
EXHIBIT NO. DESCRIPTION METHOD OF FILING
----------- ------------ ----------------
10.14 Agreement for Lease between the Company Incorporated By
and Land O'Lakes, dated June 3, 1996.(2) Reference
*10.15 Letter agreement with John G. Watson Incorporated By
dated September 14, 1996.(3) Reference
+10.16 Agreement with Colorado Animal Research Incorporated By
Enterprises, Inc. dated November 1, Reference
1996.(4)
*10.17 Letter agreement with Francois Lebel, Incorporated By
M.D., dated December 27, 1996.(4) Reference
*10.18 Consulting agreement with Stanley Falkow, Incorporated By
Ph.D., dated January 15, 1997.(4) Reference
*10.19 GalaGen Inc. Annual Short Term Incentive Incorporated By
Cash Compensation Plan.(4) Reference
*10.20 GalaGen Inc. Annual Long Term Incentive Incorporated By
Stock Option Compensation Plan. (4) Reference
11.1 Statement re: computation of per Electronic
share earnings (loss). Transmission
27 Financial Data Schedule. Electronic
Transmission
______________________________________
(1) Incorporated herein by reference to the same numbered Exhibit to the
Company's Registration Statement on Form S-1 (Registration No.
333-1032).
(2) Incorporated herein by reference to the same numbered Exhibit to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1996 (File No. 0-27976).
(3) Incorporated herein by reference to the same numbered Exhibit to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996 (File No. 0-27976).
(4) Incorporated herein by reference to the same numbered Exhibit to the
Company's Annual Report on Form 10-K for the period ended December 31,
1996 (File No. 0-27976).
* Management contract or compensatory plan or arrangement.
# Contains portions for which confidential treatment has been granted to
the Company.
+ Contains portions for which confidential treatment has been requested
by the Company.
(b.) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended March 31, 1997.
13
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.
GalaGen Inc.
------------
(Registrant)
Date: May 12, 1997 By: /s/ Robert A. Hoerr
--------------------
Robert A. Hoerr,
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 12, 1997 By: /s/ Gregg A. Waldon
--------------------
Gregg A. Waldon,
Vice President, Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and Accounting Officer)
14
EXHIBIT INDEX
EXHIBIT DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
3.2 Restated Certificate of Incorporation of the Company.(3) Incorporated By
Reference
3.4 Restated Bylaws of the Company.(1) Incorporated By
Reference
4.1 Specimen common stock Certificate.(1) Incorporated By
Reference
4.2 Warrant to purchase 13,541 shares of common stock of the Incorporated By
Company issued to Piper Jaffray Inc., dated January 26, 1993.(1) Reference
4.3 Warrant to purchase 20,312 shares of common stock of the Incorporated By
Company issued to Gus A. Chafoulias, dated October 12, 1993.(1) Reference
4.4 Warrant to purchase 20,312 shares of common stock of the Incorporated By
Company issued to John Pappajohn, dated October 12, 1993.(1) Reference
4.5 Warrant to purchase 9,479 shares of common stock of the Company Incorporated By
issued to Cato Holding Company, dated June 21, 1994.(1) Reference
4.6 Form of common stock Warrant to purchase shares of common Incorporated By
stock of the Company, issued in connection with the sale of Reference
Convertible Promissory Notes.(1)
4.7 Warrant to purchase 17,144 shares of Series F-1 Convertible Incorporated By
Preferred Stock of the Company issued to Chiron Corporation, Reference
dated March 29, 1995.(1)
4.8 Warrant to purchase 42,856 shares of Series F-2 Convertible Incorporated By
Preferred Stock of the Company issued to Chiron Corporation, Reference
dated March 29, 1995.(1)
4.9 Warrant to purchase 60,000 shares of Series F-3 Convertible Incorporated By
Preferred Stock of the Company issued to Chiron Corporation, Reference
dated March 29, 1995.(1)
4.10 Warrant to purchase 80,000 shares of Series F-3 Convertible Incorporated By
Preferred Stock of the Company issued to Chiron Corporation, Reference
dated March 29, 1995.(1)
4.11 Warrant to purchase 18,250 shares of common stock of the Incorporated By
Company issued to IAI Investment Funds VI, Inc. (IAI Emerging Reference
Growth Fund), dated January 30, 1996.(1)
4.12 Warrant to purchase 6,250 shares of common stock of the Company Incorporated By
issued to IAI Investment Funds IV, Inc. (IAI Regional Fund), Reference
dated January 30, 1996.(1)
4.13 Warrant to purchase 25,000 shares of common stock of the Incorporated By
Company issued to John Pappajohn, dated February 2, 1996.(1) Reference
EXHIBIT DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
4.14 Warrant to purchase 25,000 shares of common stock of the Incorporated By
Company issued to Edgewater Private Equity Fund, L.P., dated Reference
February 2, 1996.(1)
4.15 Warrant to purchase 10,000 shares of common stock of the Incorporated By
Company issued to Joseph Giamenco, dated February 2, 1996.(1) Reference
4.16 Warrant to purchase 25,000 shares of common stock of the Incorporated By
Company issued to Gus A. Chafoulias, dated February 2, 1996.(1) Reference
4.17 Warrant to purchase 25,000 shares of common stock of the Incorporated By
Company issued to JIBS Equities, dated February 2, 1996.(1) Reference
4.18 Warrant to purchase 25,000 shares of common stock of the Incorporated By
Company issued to Land O'Lakes, Inc., dated February 2, 1996.(1) Reference
#10.1 License Agreement between the Company and Land O'Lakes dated Incorporated By
May 7, 1992.(1) Reference
#10.2 Royalty Agreement between the Company and Land O'Lakes dated Incorporated By
May 7, 1992.(1) Reference
#10.3 Supply Agreement between the Company and Land O'Lakes dated Incorporated By
May 7, 1992.(1) Reference
10.4 Master Services Agreement between the Company and Land Incorporated By
O'Lakes dated May 7, 1992.(1) Reference
*10.5 GalaGen Inc. 1992 Stock Plan, as amended. Electronic
Transmission
10.7 Stock and Warrant Purchase Agreement between the Company and Incorporated By
Chiron Corporation dated March 20, 1995.(1) Reference
#10.8 License and Collaboration Agreement between the Company and Incorporated By
Chiron Corporation dated March 20, 1995.(1) Reference
*10.9 GalaGen Inc. Employee Stock Purchase Plan, as amended. (2) Incorporated By
Reference
10.10 Credit Agreement between the Company and Norwest Bank Incorporated By
Minnesota, N.A., dated as of January 24, 1996.(1) Reference
10.11 Commitment Letter between the Company and Cargill Leasing Incorporated By
Corporation, dated June 5, 1996.(2) Reference
10.12 Master Equipment Lease between the Company and Cargill Leasing Incorporated By
Corporation, dated June 6, 1996. (2) Reference
10.13 Agreement for Progress Payments between the Company and Incorporated By
Cargill Leasing Corporation, dated June 6, 1996. (2) Reference
10.14 Agreement for Lease between the Company and Land O'Lakes, Incorporated By
dated June 3, 1996.(2) Reference
EXHIBIT DESCRIPTION METHOD OF FILING
- ------- ----------- ----------------
*10.15 Letter agreement with John G. Watson dated September 14, Incorporated By
1996.(3) Reference
+10.16 Agreement with Colorado Animal Research Enterprises, Inc. dated Incorporated By
November 1, 1996.(4) Reference
*10.17 Letter agreement with Francois Lebel, M.D., dated December 27, Incorporated By
1996.(4) Reference
*10.18 Consulting agreement with Stanley Falkow, Ph.D., dated Incorporated By
January 15, 1997.(4) Reference
*10.19 GalaGen Inc. Annual Short Term Incentive Cash Compensation Incorporated By
Plan.(4) Reference
*10.20 GalaGen Inc. Annual Long Term Incentive Stock Option Incorporated By
Compensation Plan.(4) Reference
11.1 Statement re: computation of per share earnings (loss). Electronic
Transmission
27 Financial Data Schedule. Electronic
Transmission
_____________________________________
(1) Incorporated herein by reference to the same numbered Exhibit to the
Company's Registration Statement on Form S-1 (Registration No. 333-1032).
(2) Incorporated herein by reference to the same numbered Exhibit to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1996 (File No. 0-27976).
(3) Incorporated herein by reference to the same numbered Exhibit to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996 (File No. 0-27976).
(4) Incorporated herein by reference to the same numbered Exhibit to the
Company's Annual Report on Form 10-K for the period ended December 31,
1996 (File No. 0-27976).
* Management contract or compensatory plan or arrangement.
# Contains portions for which confidential treatment has been granted to
the Company.
+ Contains portions for which confidential treatment has been requested by
the Company.