UNITED STATES
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 December 31, 1996
-----------------
[ ] 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: 0-26642
-------
MYRIAD GENETICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 87-0494517
-------- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
320 WAKARA WAY, SALT LAKE CITY, UT 84108
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 584-3600
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 [ ]
As of February 6, 1997, the registrant had 8,956,676 shares of common stock
outstanding.
MYRIAD GENETICS, INC.
INDEX TO FORM 10-Q
Page
----
PART I - Financial Information
Item 1. Financial Statements.
Condensed Consolidated Balance Sheet as of December 31, 1996
and June 30, 1996 3
Condensed Consolidated Statements of Operations for the three
months and six months ended December 31, 1996 and 1995 4
Condensed Consolidated Statements of Cash Flows for the three
months and six months ended December 31, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II - Other Information
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURE(S) 14
2
MYRIAD GENETICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Dec. 31, 1996
(Unaudited) June 30, 1996
------------- -------------
Assets
------
Current assets:
Cash and cash equivalents $ 15,259,726 $ 13,235,680
Marketable investment securities 24,747,865 37,212,454
Non trade receivables 123,896 79,066
Prepaid expenses 316,050 88,423
------------ ------------
Total current assets 40,447,537 50,615,623
------------ ------------
Equipment and leasehold improvements:
Equipment 11,568,106 9,097,484
Leasehold improvements 1,728,901 863,306
Construction in progress - 810,108
------------ ------------
13,297,007 10,770,898
Less accumulated depreciation and
amortization 2,200,089 1,375,366
------------ ------------
Net equipment and leasehold
improvements 11,096,918 9,395,532
Long-term marketable investment 22,284,617 19,554,646
securities
Other assets 61,114 41,696
------------ ------------
$ 73,890,186 $ 79,607,497
============ ============
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable $ 2,253,282 $ 2,193,285
Accrued liabilities 1,038,801 786,791
Deferred revenue 5,699,735 5,661,376
Current portion of notes payable 325,279 308,658
------------ ------------
Total current liabilities 9,317,097 8,950,110
------------ ------------
Notes payable, less current portion 304,734 471,640
Stockholders' equity
Common stock, $0.01 par value,
15,000,000 shares authorized;
issued and outstanding
8,773,462 shares Dec. 31, 1996,
8,702,215 shares June 30, 1996 87,734 87,022
Additional paid-in capital 87,038,588 87,015,215
Fair value adjustment on
available-for-sale marketable
investment securities 9,232 (67,865)
Deferred compensation (1,642,246) (1,907,513)
Accumulated deficit (21,224,953) (14,941,112)
------------ ------------
Net stockholders' equity 64,268,355 70,185,747
------------ ------------
$ 73,890,186 $ 79,607,497
============ ============
See accompanying notes to condensed consolidated financial statements.
3
MYRIAD GENETICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
----------------------------- -----------------------------
Dec. 31, 1996 Dec. 31, 1995 Dec. 31, 1996 Dec. 31, 1995
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------- ------------- ------------- -------------
Revenues:
Research revenue $ 2,717,740 $ 1,668,775 $ 4,913,521 $ 2,681,675
Genetic testing revenue 34,060 - 34,060 -
------------ ----------- ------------ ------------
Total revenues 2,751,800 1,668,775 4,947,581 2,681,675
------------ ----------- ------------ ------------
Expenses:
Cost of goods sold 24,283 - 24,283 -
Research and development expense 5,045,154 2,796,727 9,139,897 5,177,913
Selling, general and administrative
expense 1,997,108 485,753 3,757,067 893,911
------------ ----------- ------------ ------------
Total expenses 7,066,545 3,282,480 12,921,247 6,071,824
------------ ----------- ------------ ------------
Operating loss (4,314,745) (1,613,705) (7,973,666) (3,390,149)
Other income (expense):
Interest income 886,783 986,533 1,735,277 1,261,756
Interest expense (17,739) (25,351) (37,391) (52,396)
Gain/(loss) on sale of fixed assets (7,992) 1,200 (7,992) (73,436)
------------ ----------- ------------ ------------
861,052 962,382 1,689,894 1,135,924
------------ ----------- ------------ ------------
Net loss ($3,453,693) ($651,323) ($6,283,772) ($2,254,225)
============ =========== ============ ============
Net loss per share ($0.39) ($0.08) ($0.72) ($0.34)
============ =========== ============ ============
Weighted average shares outstanding 8,743,530 8,138,356 8,728,177 6,602,842
See accompanying notes to condensed consolidated financial statements.
4
MYRIAD GENETICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended Six Months Ended
----------------------------- -----------------------------
Dec. 31, 1996 Dec. 31, 1995 Dec. 31, 1996 Dec. 31, 1995
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------- ------------- ------------- -------------
Cash flows from operating activities:
Net loss ($3,453,693) ($651,323) ($6,283,772) ($2,254,225)
Adjustments to reconcile net loss to
net cash, provided by (used in)
operating activities:
Depreciation and amortization 612,413 313,937 1,109,180 759,642
Loss (gain) on sale of equipment 7,992 (1,200) 7,992 73,436
(Increase) decrease in non-trade
receivables (106,909) 1,355,428 (44,830) 49,680
(Increase) decrease in other assets (239,018) 175,271 (247,045) 36,232
(Decrease) increase in accounts
payable and accrued expenses (149,832) 1,247,626 312,007 774,101
(Decrease) increase in deferred
revenue (205,860) (349,000) 38,359 1,201,000
----------- ---------- ----------- -----------
Net cash (used in) provided by
operating activities (3,534,907) 2,090,739 (5,108,109) 639,866
----------- ---------- ----------- -----------
Cash flows from investing activities:
Capital expenditures (945,666) (2,621,579) (2,560,864) (3,192,121)
Proceeds from sale of equipment 7,500 1,200 7,500 36,375
Net change in marketable investment 4,966,190 (26,995,155) 9,811,717 (39,633,455)
securities
----------- ---------- ----------- -----------
Net cash provided by (used
in) investing 4,028,024 (29,615,534) 7,258,353 (42,789,201)
activities
----------- ---------- ----------- -----------
Cash flows from financing activities:
Net payments of notes payable (76,099) (68,487) (150,285) (135,280)
Net proceeds from issuance of common
stock (1,872) 49,095,544 24,087 49,095,543
Net proceeds from issuance of
preferred stock - - - 9,982,723
Conversion of preferred stock - (109,414) - (109,414)
------------ ----------- ----------- -----------
Net cash (used in) provided
by financing activities (77,971) 48,917,643 (126,198) 58,833,572
------------ ----------- ----------- -----------
Net increase in cash and cash
equivalents 415,146 21,392,848 2,024,046 16,684,237
Cash and cash equivalents at beginning
of period 14,844,580 7,177,125 13,235,680 11,885,736
------------ ----------- ----------- -----------
Cash and cash equivalents at end of
period $ 15,259,726 $28,569,973 $15,259,726 $28,569,973
============ =========== =========== ===========
See accompanying notes to condensed consolidated financial statements.
5
MYRIAD GENETICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The accompanying condensed unaudited consolidated financial statements have
been prepared by Myriad Genetics, Inc. (the "Company") in accordance with
generally accepted accounting principles for interim financial information
and pursuant to the applicable rules and regulations of the Securities and
Exchange Commission. The condensed unaudited consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries. All material intercompany accounts and transactions have
been eliminated in consolidation. In the opinion of management, the
accompanying financial statements contain all adjustments (consisting of
normal and recurring accruals) necessary to present fairly all financial
statements. The financial statements herein should be read in conjunction
with the Company's audited consolidated financial statements and notes
thereto for the fiscal year ended June 30, 1996, included in the Company's
Annual Report on Form 10-K for the year ended June 30, 1996. Operating
results for the three and six month periods ended December 31, 1996 may not
necessarily be indicative of the results to be expected for any other
interim period or for the full year.
(2) SUBSIDIARIES
During the quarter ended December 31, 1996, the Company established Myriad
Financial, Inc. ("Financial"), a wholly owned subsidiary of the Company.
Financial, a Utah corporation, is a leasing company through which the
Company will lease equipment for its research, development, and production
operations. Financial, along with Myriad Genetic Laboratories, Inc.
("Labs"), the Company's wholly owned genetic testing facility, constitute
the subsidiaries of the Company.
6
MANAGEMENTOS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Since inception, the Company has devoted substantially all of its resources to
maintaining its research and development programs, establishing a genetic
testing laboratory, and supporting collaborative research agreements. Revenues
received by the Company primarily have been payments pursuant to collaborative
research agreements. The Company has been unprofitable since its inception and,
for the quarter ended December 31, 1996, the Company had a net loss of
$3,453,693 and as of December 31, 1996 had an accumulated deficit of
$21,224,953.
In October 1996, the Company announced the introduction of BRACAnalysis/TM/, a
comprehensive BRCA1 and BRCA2 gene sequence analysis for susceptibility to
breast and ovarian cancer. The Company, through its wholly owned subsidiary
Labs, began accepting testing samples on a commercial basis on October 30, 1996.
Genetic testing revenues of $34,060 were recognized for the quarter ended
December 31, 1996.
In August 1995, the Company completed a three-year collaborative research and
development agreement with Eli Lilly and Company to locate and sequence the
BRCA1 breast and ovarian cancer gene. This agreement has provided the Company
with research funding and may in the future provide certain additional payments
upon the attainment of research and regulatory milestones and royalty payments
based on sales of any products resulting from the collaboration. The Company
did not recognize revenue from this agreement during the quarter ended December
31, 1996.
In April 1995, the Company commenced a five-year collaborative research and
development arrangement with Novartis (successor corporation to the merger of
Ciba-Geigy, Ltd. and Sandoz, Ltd.). This collaboration provides the Company
with an equity investment, research funding and potential milestone payments of
up to $60,000,000. The Company is entitled to receive royalties from sales of
therapeutic products sold by Novartis. The Company recognized $1,401,579 in
revenue under this agreement for the quarter ended December 31, 1996.
In September 1995, the Company commenced a five-year collaborative research and
development arrangement with Bayer Corporation ("Bayer"). This collaboration
provides the Company with an equity investment, research funding and potential
milestone payments of up to $71,000,000. The Company is entitled to receive
royalties from sales of therapeutic products sold by Bayer. The Company
recognized $1,316,161 in revenue under this agreement for the quarter ended
December 31, 1996.
In January 1997, the Company announced the identification of the first major
gene responsible for glioma, a form of brain cancer that is the leading killer
of children with cancer. The brain cancer gene, known as BNC1, was located
through a collaborative effort by scientists at the Company and the University
of Texas M.D. Anderson Cancer Center ("M.D. Anderson"). It is anticipated that
the location of BNC1 will accelerate development of new diagnostic and
therapeutic approaches to brain cancer. There can be no assurance, however,
that the identification of this gene will lead to the development of a
diagnostic test or therapeutic products.
In February 1997, the Company announced that the U.S. Patent and Trademark
Office had granted a patent covering the AGT (Angiotensinogen) gene mutation.
The composition of matter patent on the gene mutation, which is believed to be
associated with an individual's risk for salt-dependent hypertension, was issued
to the University of Utah, and is exclusively licensed to the Company for
therapeutic applications, and co-exclusively licensed to the Company for
diagnostic applications. There can be no assurance, however, that the patenting
of this gene will lead to the development of a diagnostic test or therapeutic
products.
The Company intends to enter into additional collaborative relationships to
locate and sequence genes associated with other common diseases as well as
continuing to fund internal research projects. There can be no assurance that
the Company will be able to enter into additional collaborative relationships on
terms acceptable to the Company. The Company expects to incur losses for at
least the next several years, primarily due to expansion of its research and
development programs, increased staffing costs, and expansion of its facilities.
Additionally, the Company expects to incur substantial sales, marketing and
other expenses in connection with building its genetic predisposition
7
testing business. The Company expects that losses will fluctuate from quarter to
quarter and that such fluctuations may be substantial.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
Research revenues for the quarter ended December 31, 1996 increased $1,048,965
from the same quarter of 1995. The increase was attributable to the Company's
corporate research collaboration agreements providing ongoing research funding.
Research revenue from the corporate collaboration agreements is recognized as
related costs are incurred. Consequently, as these programs progress and costs
increase, revenues increase proportionately.
In October 1996, the Company announced the introduction of BRACAnalysis/TM/, a
comprehensive BRCA1 and BRCA2 gene sequence analysis for susceptibility to
breast and ovarian cancer. The Company, through its wholly owned subsidiary
Labs, began accepting testing samples on a commercial basis on October 30, 1996.
Genetic testing revenues of $34,060 were recognized in the quarter ended
December 31, 1996. The Company anticipates genetic testing revenue to increase
in the future as cancer centers develop internal protocols for handling samples,
additional insurance companies offer reimbursement for such tests, and market
awareness of such tests is increased. There can be no assurance that any of
these factors will be realized. The Company also anticipates an improved gross
margin in the future as increased sales reduce inefficiencies related to
underutilization of capacity.
Research and development expenses for the quarter ended December 31, 1996
increased to $5,045,154 from $2,796,727 for the same quarter of 1995. This
increase was primarily due to an increase in research activities as a result of
progress in the Company's collaborations with Novartis and Bayer as well as
those programs funded by the Company, including the successful collaborative
effort by the Company and scientists at M.D. Anderson in discovering and
sequencing the BNC1 brain cancer gene. The increased level of research spending
includes third party research programs, increased depreciation charges related
to purchasing of additional equipment, the hiring of additional personnel and
the associated increase in use of laboratory supplies and reagents. Such
expenses will likely increase to the extent that the Company enters into
additional research agreements with third parties.
Selling, general and administrative expenses for the quarter ended December 31,
1996 increased $1,511,355 from the same quarter of 1995. The increase was
primarily attributable to costs associated with the launch of BRACAnalysis/TM/
as well as additional administrative, sales, marketing and education personnel,
market research activities, educational material development, facilities-related
costs and deferred compensation related to grants of stock options and warrants.
The Company expects its general and administrative expenses will continue to
increase in support of its genetic predisposition testing business and its
research and development efforts.
Interest income for the quarter ended December 31, 1996 decreased to $886,783
from $986,533 for the same quarter of the prior year. This decrease was
primarily due to the decreased funds available for investment, which were spent
in the ordinary course of business, including the establishment of a genetic
predisposition testing lab and internally funded research programs. Interest
expense for the quarter ended December 31, 1996, amounting to $17,739, was due
entirely to borrowings under the Company's equipment financing facility.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
Research revenues increased to $4,913,521 in the first six months of fiscal year
1997 from $2,681,675 in the first six months of fiscal year 1996. The increase
was attributable to the Novartis and Bayer research collaboration agreements
providing ongoing research funding.
Genetic testing revenues of $34,060 were recognized in the six months ended
December 31, 1996. The Company did not perform any genetic tests on a
commercial basis in the six months ended December 31, 1995.
Research and development expenses for the six months ended December 31, 1996
increased to $9,139,897 from $5,177,913 for the prior year. This increase was
primarily due to an increase in research activities as a result of the Company's
collaborations with Novartis and Bayer, and an increase in Company funded
research projects including third party research programs, increased
depreciation charges related to purchasing additional equipment, the hiring of
8
additional personnel and the associated increase in use of laboratory supplies
and reagents. The Company also incurred increased development expenses during
the six month period related to the beta testing and validation of the Company's
BRACAnalysis/TM/ genetic predisposition test for mutations of the BRCA1 and
BRCA2 breast and ovarian cancer genes. Such expenses will also likely increase
to the extent that the Company enters into additional research agreements with
third parties and continues to develop additional commercial tests.
Selling, general and administrative expenses for the six months ended December
31, 1996 increased $2,863,156 from the six month period in the prior year. The
increase was primarily attributable to costs associated with the launch of
BRACAnalysis/TM/ as well as additional administrative, sales, marketing and
education personnel, market research activities, educational material
development, facilities-related costs and deferred compensation related to
grants of stock options and warrants. The Company expects its general and
administrative expenses will continue to increase in support of its genetic
predisposition testing business and its research and development efforts.
Interest income for the first six months of fiscal year 1997 increased to
$1,735,277 from $1,261,756 for the first six months of fiscal year 1996. This
increase was primarily due to the increased funds available for investment,
which were raised in the Company's private placement of preferred stock in
February 1995, its research and development collaborations entered into with
Novartis and Bayer in April 1995 and September 1995, respectively, and its
initial public offering in October 1995. Interest expense for the six months
ended December 31, 1996, amounting to $37,391, was due entirely to borrowings
under the Company's equipment financing facility. The loss on sale of fixed
assets of $7,992 in the six months ended December 31, 1996 and $73,436 in the
six months ended December 31, 1995 is the result of the sale of out-dated
equipment.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $3,534,907 during the quarter ended
December 31, 1996 as compared to net cash provided of $2,090,739 during the same
quarter of the prior fiscal year. Non-trade receivables increased $106,909
between September 30, 1996 and December 31, 1996, primarily as a result of
amounts due from the Company's payroll service which were subsequently collected
in January 1997. Accounts payable decreased between September 30, 1996 and
December 31, 1996 due to payments to service providers scheduled for December
1996.
The Company's investing activities provided cash of $4,028,024 in the three
months ended December 31, 1996 and used cash of $29,615,534 in the three months
ended December 31, 1995. Investing activities were comprised primarily of
capital expenditures for research equipment, office furniture, and facility
improvements and marketable investment securities purchased from cash raised
from the Company's initial public offering in October 1995. During the quarter
ended December 31, 1996, the Company shifted a portion of its investment in
marketable securities from longer term investments to cash and cash equivalents
in order to provide for ongoing corporate expenditures.
Financing activities used $77,971 during the quarter ended December 31, 1996.
The Company reduced the amount of principal owing on its equipment financing
facility by $76,099. In addition, several warrants were exercised during the
period. Financing activities provided $48,917,643 in the quarter ended December
31, 1995 primarily as a result of the Company's initial public offering
concluded in October 1995.
The Company anticipates that its existing capital resources, including the net
proceeds of its initial public offering and interest earned thereon, will be
adequate to maintain its current and planned operations for at least the next
two years, although no assurance can be given that changes will not occur that
would consume available capital resources before such time. The Company's
future capital requirements will be substantial and will depend on many factors,
including progress of the Company's research and development programs, the
results and cost of clinical correlation testing of the Company's genetic tests,
the costs of filing, prosecuting and enforcing patent claims, competing
technological and market developments, payments received under collaborative
agreements, changes in collaborative research relationships, the costs
associated with potential commercialization of its gene discoveries, if any,
including the development of manufacturing, marketing and sales capabilities,
the cost and availability of third-party financing for capital expenditures and
administrative and legal expenses. Because of the Company's significant long-
term capital requirements, the Company intends to raise funds when conditions
are favorable, even if it does not have an immediate need for additional capital
at such time.
9
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS
The Company believes that this report on Form 10-Q contains certain forward-
looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties which
could cause actual results to differ materially from those described in the
forward-looking statements. The Company cautions investors that there can be no
assurance that actual results or business conditions will not differ materially
from those projected or suggested in such forward-looking statements as a result
of various factors, including, but not limited to, the following: intense
competition related to the discovery of disease-related genes and the
possibility that others may discover, and the Company may not be able to gain
rights with respect to, genes important to the establishment of a successful
genetic testing business; difficulties inherent in developing genetic tests once
genes have been discovered; the Company's limited experience in operating a
genetic testing laboratory; the Company's limited marketing and sales experience
and the risk that BRACAnalysis/TM/ and any other tests which the Company
develops may not be able to be marketed at acceptable prices or receive
commercial acceptance in the markets that the Company is targeting or expects to
target; uncertainty as to whether there will exist adequate reimbursement for
the Company's services from government, private healthcare insurers and third-
party payors; and uncertainties as to the extent of future government regulation
of the Company's business. As a result, the Company's future development efforts
involve a high degree of risk. For further information, refer to the more
specific risks and uncertainties disclosed throughout this Quarterly Report on
Form 10-Q.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any litigation in any court, and management is not
aware of any contemplated proceeding by any governmental authority against the
Company.
ITEM 2. CHANGES IN SECURITIES.
During the three months ended December 31, 1996, the Company issued a total of
27,074 shares of Common Stock to various Directors and consultants of the
Company pursuant to the exercise of stock options at a weighted average exercise
price of $0.54 per share.
No person acted as an underwriter with respect to the transactions set forth
above. In each of the foregoing instances, the Company relied on Rule 701
promulgated under the Securities Act of 1933, as amended, for the exemption from
the registration requirements of the Securities Act, since no public offerings
were involved.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On November 15, 1996, the Company held its Annual Meeting of Shareholders (the
"Annual Meeting"). A quorum of 5,516,777 shares of Common Stock of the Company
(of a total 8,725,907 outstanding shares, or approximately 63%) was represented
at the Annual Meeting in person or by proxy, which was held to vote on the
following proposals:
1. To elect eight members to the Board of Directors. Nominees for Directors
were Walter Gilbert, Ph.D., Wolfgang Hartwig, Ph.D., Arthur H. Hayes, Jr., M.D.,
John J. Horan, Alan J. Main, Ph.D., Peter D. Meldrum, Mark H. Skolnick, Ph.D.,
and Dale A. Stringfellow, Ph.D.
2. To consider and act upon a proposal to amend the Company's 1992 Employee,
Director and Consultant Stock Option Plan to increase the aggregate number of
shares of Common Stock authorized for issuance thereunder and to limit the
number of shares of Common Stock that may be granted pursuant to stock options
to any employee in any one year period.
3. To consider and act upon a proposal to ratify the appointment of KPMG Peat
Marwick LLP as the Company's independent public accountants for the fiscal year
ending June 30, 1997.
Each of the proposals was adopted, with the vote totals as follows:
PROPOSAL 1: FOR WITHHELD
- ------------ --------- --------
Walter Gilbert, Ph.D. 5,483,217 33,560
11
Wolfgang Hartwig, Ph.D. 5,483,217 33,560
Arthur H. Hayes, Jr., M.D. 5,483,217 33,560
John J. Horan 5,483,017 33,760
Alan J. Main, Ph.D. 5,483,017 33,760
Peter D. Meldrum 5,483,217 33,560
Mark H. Skolnick, Ph.D. 5,483,117 33,660
Dale A. Stringfellow, Ph.D. 5,483,017 33,760
PROPOSAL 2:
- -----------
For 2,588,609
---------
Against 1,008,319
---------
Abstain 29,280
---------
Broker Non-Vote 1,890,569
---------
PROPOSAL 3:
- -----------
For 5,508,522
---------
Against 5,780
---------
Abstain 2,475
---------
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
--------
The following is a list of exhibits filed as part of this Quarterly Report on
Form 10-Q.
Exhibit
Number Description
- ------ -----------
10.1 Patent and Technology License Agreement dated December 2, 1996 among
the Board of Regents of the University of Texas System, the
University of Texas M.D. Anderson Cancer Center and the Company. The
Company has excluded from this Exhibit 10.1 portions of the Patent
and Technology License Agreement for which the Company has requested
confidential treatment from the Securities and Exchange Commission.
The portions of the Patent and Technology License Agreement for which
confidential treatment has been requested are marked "[ ]" and such
confidential portions have been filed separately with the Securities
and Exchange Commission.
10.2 Myriad Genetics, Inc. 1992 Employee, Director and Consultant Stock
Option Plan (filed as Exhibit 10.1 to the Company's Registration
Statement on Form S-1, File No. 33-95970, effective October 5, 1995),
as amended on November 15, 1996.
11.1 Statement Regarding Computation of Net Loss Per Share
27.1 Financial Date Schedule
12
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter ended December 31, 1996.
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.
MYRIAD GENETICS, INC.
Date: February 14, 1997 By: /s/ Peter D. Meldrum
------------------- --------------------------------
Peter D. Meldrum
President and Chief Executive Officer
Date: February 14, 1997 /s/ Jay M. Moyes
------------------- --------------------------------
Jay M. Moyes
Vice President of Finance
(principal financial and accounting
officer)
14
MYRIAD GENETICS, INC.
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
10.1 Patent and Technology License Agreement dated December 2, 1996 among
the Board of Regents of The University of Texas System, The
University of Texas M.D. Anderson Cancer Center and the Company. The
Company has excluded from this Exhibit 10.1 portions of the Patent
and Technology License Agreement for which the Company has requested
confidential treatment from the Securities and Exchange Commission.
The portions of the Patent and Technology License Agreement for
which confidential treatment has been requested are marked "[ ]" and
such confidential portions have been filed separately with the
Securities and Exchange Commission.
10.2 Myriad Genetics, Inc. 1992 Employee, Director and Consultant Stock
Option Plan (filed as Exhibit 10.1 to the Company's Registration
Statement on Form S-1, File No. 33-95970, effective October 5,
1995), as amended on November 15, 1996.
11.1 Statement Regarding Computation of Net Loss Per Share
27.1 Financial Data Schedule