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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 JUNE 30, 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: 0-24274
LA JOLLA PHARMACEUTICAL COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0361285
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6455 NANCY RIDGE DRIVE 92121
SAN DIEGO, CA (Zip Code)
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (858) 452-6600
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 [ ]
The number of shares of the Registrant's common stock, $.01 par value,
outstanding at June 30, 1999 was 20,159,559.
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LA JOLLA PHARMACEUTICAL COMPANY
FORM 10-Q
QUARTERLY REPORT
INDEX
COVER PAGE ...................................................................................... 1
INDEX ........................................................................................... 2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Balance Sheets as of June 30, 1999 (Unaudited) and December 31, 1998 .................... 3
Statements of Operations (Unaudited) for the three months and six months ended
June 30, 1999 and 1998 ................................................................... 4
Statements of Cash Flows (Unaudited) for the six months ended June 30, 1999 and 1998 ..... 5
Notes to Financial Statements (Unaudited) ................................................ 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ........................................................... 7
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk ....................... 12
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings ................................................................ *
ITEM 2. Changes in Securities ............................................................ *
ITEM 3. Defaults upon Senior Securities .................................................. *
ITEM 4. Submission of Matters to a Vote of Security Holders .............................. 12
ITEM 5. Other information ................................................................ *
ITEM 6. Exhibits and Reports on Form 8-K ................................................. 13
SIGNATURE ....................................................................................... 14
* No information provided due to inapplicability of item.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LA JOLLA PHARMACEUTICAL COMPANY
BALANCE SHEETS
(in thousands)
June 30, December 31,
1999 1998
----------- ------------
(Unaudited) (Note)
ASSETS
Current assets:
Cash and cash equivalents $ 6,486 $ 11,176
Short-term investments 11,355 12,174
Other current assets 625 517
-------- --------
Total current assets 18,466 23,867
Property and equipment, net 556 659
Patent costs and other assets, net 1,448 1,289
-------- --------
Total assets $ 20,470 $ 25,815
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 228 $ 1,254
Accrued expenses 451 575
Accrued payroll and related expenses 642 355
Deferred revenue - related party 1,640 1,769
Current portion of obligations under capital leases 105 3
-------- --------
Total current liabilities 3,066 3,956
Noncurrent portion of obligations under capital leases 62 --
Commitments
Stockholders' equity:
Common stock 201 201
Additional paid-in capital 84,320 84,276
Accumulated deficit (67,179) (62,618)
-------- --------
Total stockholders' equity 17,342 21,859
-------- --------
Total liabilities and stockholders' equity $ 20,470 $ 25,815
======== ========
Note: The balance sheet at December 31, 1998 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.
See accompanying notes.
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LA JOLLA PHARMACEUTICAL COMPANY
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
1999 1998 1999 1998
-------- -------- -------- --------
Revenue from collaborative agreement -
related party $ 1,455 $ 2,263 $ 3,114 $ 4,166
Expenses:
Research and development 3,232 3,721 6,407 7,245
General and administrative 881 933 1,703 1,651
-------- -------- -------- --------
Total expenses 4,113 4,654 8,110 8,896
-------- -------- -------- --------
Loss from operations (2,658) (2,391) (4,996) (4,730)
Interest expense (4) (2) (13) (5)
Interest income 196 299 448 650
-------- -------- -------- --------
Net loss and comprehensive net loss $ (2,466) $ (2,094) $ (4,561) $ (4,085)
======== ======== ======== ========
Basic and diluted net loss per share $ (.12) $ (.12) $ (.23) $ (.22)
======== ======== ======== ========
Shares used in computing basic and diluted net
loss per share 20,111 18,169 20,110 18,165
======== ======== ======== ========
See accompanying notes.
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LA JOLLA PHARMACEUTICAL COMPANY
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
-----------------------
1999 1998
-------- --------
OPERATING ACTIVITIES
Net loss $ (4,561) $ (4,085)
Adjustments to reconcile net loss to net cash used
for operating activities:
Depreciation and amortization 174 202
Deferred compensation amortization -- 17
Loss on disposal of property and equipment 23 --
Change in operating assets and liabilities:
Receivable - related party -- --
Other current assets (108) 151
Accounts payable and accrued expenses (1,150) (1,238)
Accrued payroll and related expenses 287 63
Deferred revenue - related party (129) 630
-------- --------
Net cash used for operating activities (5,464) (4,260)
INVESTING ACTIVITIES
Decrease in short-term investments 819 8,077
Proceeds from the sale of property and equipment 20 --
Deletions to property and equipment 139 96
Increase in patent costs and other assets (184) (172)
-------- --------
Net cash provided by investing activities 794 8,001
FINANCING ACTIVITIES
Net proceeds from issuance of common stock 44 72
Payments on obligations under capital leases (64) (104)
-------- --------
Net cash used for financing activities (20) (32)
Net (decrease) increase in cash and cash equivalents (4,690) 3,709
Cash and cash equivalents at beginning of period 11,176 11,999
-------- --------
Cash and cash equivalents at end of period $ 6,486 $ 15,708
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 13 $ 5
======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Capital lease obligations incurred for property
and equipment $ 228 $ --
======== ========
Adjustment to deferred compensation for terminations $ -- $ 8
======== ========
See accompanying notes.
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LA JOLLA PHARMACEUTICAL COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of La Jolla Pharmaceutical
Company (the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and six months ended June 30, 1999 are not necessarily indicative of the
results that may be expected for other quarters or the year ended December 31,
1999. For more complete financial information, these financial statements, and
the notes thereto, should be read in conjunction with the audited financial
statements for the year ended December 31, 1998 included in the Company's Form
10-K filed with the Securities and Exchange Commission.
2. ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and disclosures made in
the accompanying notes to the financial statements. Actual results could differ
from those estimates.
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LA JOLLA PHARMACEUTICAL COMPANY
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RECENT DEVELOPMENTS
As announced on May 12, 1999, in a planned interim analysis of the
Phase II/III clinical trial of LJP 394 in lupus patients being conducted by
Abbott Laboratories ("Abbott") and the Company, the independent Data Monitoring
Committee reported efficacy as defined by the primary chosen endpoint, time to
renal flare, was less than expected. No major safety concerns were observed, and
patients receiving the experimental drug seemed to have a reduction in
circulating antibodies to double-stranded DNA that are associated with lupus
nephritis.
Following discussion with the Food and Drug Administration, the two
companies elected to stop enrollment and to stop treatment of the more than 200
enrolled patients until the data can be validated and analyzed. This analysis is
expected to be completed in the third or fourth quarter of this year. A Phase II
dose-ranging study of LJP 394 involving 75 lupus patients was recently completed
and the data from this study is also currently being analyzed.
Abbott and the Company are committed to understanding the effects of
LJP 394 on endpoints from this study before deciding on how to proceed with any
further development.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements, including without
limitation, those dealing with the Company's relationship with Abbott, Abbott's
financing of development expenses, the analysis of the data from the clinical
trials, as well as the Company's drug candidates and drug development plans and
other matters described in terms of the Company's plans and expectations. The
forward-looking statements involve risks and uncertainties and a number of
factors, both foreseen and unforeseen, could cause actual results to differ
materially from those anticipated. Abbott's continuing support obligations are
subject to certain conditions. The Company's relationship with Abbott could be
terminated by either party for various reasons. The analysis of the data from
the Company's Phase II/III clinical trial of LJP 394 may have negative or
inconclusive results. If clinical trials of LJP 394 continue, they may continue
to have negative or inconclusive results. Further, delays in continued testing
of LJP 394, the Company's lead product candidate, and/or termination of
development would result in delays or an inability to market the compound.
Tolerance, or the specific inactivation of pathogenic B cells, is a new
technology that has not been proven, and the development of LJP 394 involves
many risks and uncertainties, including, without limitation, whether LJP 394 can
provide a meaningful clinical benefit. Any positive results observed to date may
not be indicative of future results. The Company's other potential drug
candidates are at earlier stages of development and involve comparable risks.
Additional risk factors include the uncertainty of obtaining required
regulatory approvals, successfully marketing products, receiving future revenue
from product sales or other sources such as collaborative relationships, future
profitability, the need for additional financing, the Company's dependence on
patents and other proprietary rights, the Company's limited manufacturing
capabilities and the Company's lack of marketing experience. Readers are
cautioned not to place undue reliance upon forward-looking statements, which
speak only as of the date hereof, and the Company undertakes no obligation to
update forward-looking statements to reflect events or circumstances occurring
after the date hereof. Interested parties are urged to review the risks
described below and in other reports and registration statements of the Company
filed with the Securities and Exchange Commission from time to time.
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LA JOLLA PHARMACEUTICAL COMPANY
OVERVIEW
Since its inception in May 1989, the Company has devoted substantially
all of its resources to the research and development of technology and potential
drugs to treat antibody-mediated diseases. The Company has never generated any
revenue from product sales and has relied upon private and public investors,
revenues from collaborative agreements, equipment lease financings and interest
income on invested cash balances for its working capital. The Company has been
unprofitable since inception and expects to incur substantial additional
expenses and operating losses for at least the next several years as it
increases its research and development expenditures on additional drug
candidates, possibly increases its manufacturing scale-up activities including
the possible production of LJP 394 for any clinical trials after its review of
the analysis of the Phase II/III clinical trial data, and increases general and
administrative expenditures to support increased research and development and
possible manufacturing scale-up activities. The Company's activities to date are
not as broad in depth or scope as the activities it must undertake in the future
and the Company's historical operations and the financial information reported
below are not indicative of its future operating results or financial condition.
The Company expects that losses will fluctuate from quarter to quarter
as a result of differences in the timing of expenses incurred and potential
revenues from collaborative arrangements. Some of these fluctuations may be
significant. As of June 30, 1999, the Company's accumulated deficit was
approximately $67.2 million.
The Company's business is subject to significant risks including, but
not limited to, the risks inherent in its research and development efforts,
including clinical trials, uncertainties associated with both obtaining and
enforcing its patents and with the patent rights of others, the lengthy,
expensive and uncertain process of seeking regulatory approvals, uncertainties
regarding government reforms and of product pricing and reimbursement levels,
technological change and competition, manufacturing uncertainties and dependence
on its collaborative relationship with Abbott, a related party (as a 16.7%
stockholder of the Company). Even if the Company's product candidates appear
promising at an early stage of development, they may not reach the market for
numerous reasons. Such reasons include the possibilities that the products will
be ineffective or unsafe during clinical trials, will fail to receive necessary
regulatory approvals, will be difficult to manufacture on a large scale, will be
uneconomical to market or will be precluded from commercialization by
proprietary rights of third parties. All of the Company's product development
efforts are based upon technologies and therapeutic approaches that are
unproven. There can be no assurance that further development of LJP 394 will
occur or that LJP 394 will prove to be safe or effective. Furthermore, the
clinical trials of LJP 394 may be viewed as a test of the Company's entire
Tolerance Technology approach. If these clinical trials are determined to have
been unsuccessful, depending on the reason for the lack of success, the
applicability of the Company's Tolerance Technology to other antibody-mediated
diseases will be highly uncertain.
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LA JOLLA PHARMACEUTICAL COMPANY
RESULTS OF OPERATIONS
The Company earned $1.5 million and $3.1 million in revenue from its
collaborative agreement with Abbott in the three and six months ended June 30,
1999, respectively, and earned $2.3 million and $4.2 million in revenue for the
same periods in 1998. The decrease in revenue is due to a decrease in Abbott
funded development expenses as a result of stopping the Company's Phase II/III
clinical trial for its lupus drug candidate, LJP 394. Payments received in
advance under the collaborative agreement with Abbott are recorded as deferred
revenue until earned. Total revenue payments of approximately $2.9 million were
received in advance under the collaborative agreement with Abbott during the
first six months of 1999, of which approximately $0.8 million was received in
the three months ended June 30, 1999. As of June 30, 1999, deferred revenue was
approximately $1.6 million. The receipt of payments and the recognition of
revenue from the collaborative agreement with Abbott have historically varied
significantly from quarter to quarter and from year to year depending on the
level of research effort expended. There can be no assurance that the Company
will receive any further payments from Abbott or realize any further revenue
from the Abbott arrangement or any other collaborative arrangement.
Research and development expenses decreased to $3.2 million for the
second quarter of 1999 from $3.7 million for the same period in 1998. For the
six months ended June 30, 1999, research and development expense decreased to
$6.4 million from $7.2 million for the same period in 1998. The decrease was due
primarily to the decrease in expenses as a result of stopping the Company's
Phase II/III clinical trial for LJP 394. Depending on the results of the data
analysis from the clinical trial of LJP 394, the Company's research and
development expenses may increase significantly in the future as efforts to
develop additional drug candidates are intensified, products potentially
progress into and through clinical trials, and manufacturing scale-up activities
are possibly increased.
General and administrative expenses decreased to $881,000 for the
second quarter of 1999 from $933,000 for the same period in 1998. For the six
months ended June 30, 1999 and 1998, general and administrative expense was $1.7
million. General and administrative expenses may increase in the future in order
to support increased research and development and, possibly, manufacturing
scale-up activities.
Interest income decreased to $196,000 for the second quarter of 1999
from $299,000 for the same period in 1998. For the six months ended June 30,
1999, interest income decreased to $448,000 from $650,000 for the same period in
1998. The decrease was due to lower investment balances. Interest expense
increased to $4,000 for the second quarter of 1999 from $2,000 for the same
period in 1998. For the six months ended June 30, 1999, interest expense
increased to $13,000 from $5,000 for the same period in 1998. The increase was
the result of increases in the Company's capital lease obligations as compared
to the same period in 1998.
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LA JOLLA PHARMACEUTICAL COMPANY
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, the Company had incurred a cumulative net loss
since inception of approximately $67.2 million, and had financed its operations
through private and public offerings of its securities, payments from
collaborative agreements, capital and operating lease transactions, and interest
income on its invested cash balances. As of June 30, 1999, the Company had
raised $83.7 million in net proceeds since inception from sales of equity
securities.
At June 30, 1999, the Company had $17.8 million in cash, cash
equivalents and short-term investments, as compared to $23.4 million at December
31, 1998. The Company's working capital at June 30, 1999 was $15.4 million, as
compared to $19.9 million at December 31, 1998. The decrease in cash, cash
equivalents and short-term investments resulted from the continued use of the
Company's cash toward operating activities, patent expenditures and the purchase
of property and equipment. The decrease in working capital is primarily due to
the use of cash for net operating expenses and the addition of property and
equipment under capital leases in the first six months of 1999. The Company
invests its cash in corporate and United States government-backed debt
instruments.
As of June 30, 1999, the Company had acquired an aggregate of $4.1
million in property and equipment, of which approximately $228,000 of total
property and equipment costs are financed under capital lease obligations. In
addition, the Company leases its office and laboratory facilities and certain
property and equipment under operating leases. The Company has no material
commitments for the acquisition of property and equipment. However the Company
anticipates increasing its investment in property and equipment in connection
with the enhancement of its research and development and, possibly, its
manufacturing facilities and capabilities.
The Company intends to use its financial resources to fund its research
and development efforts, to fund its possible manufacturing scale-up activities
and for working capital and other general corporate purposes. The amounts
actually expended for each purpose may vary significantly depending upon
numerous factors, including the results of clinical trials, the analysis of the
Phase II/III clinical trial data, the timing of any regulatory applications and
approvals, and technological developments. Expenditures will also depend upon
the establishment and progression of collaborative arrangements and contract
research as well as the availability of other financings. There can be no
assurance that these funds will be available on acceptable terms, if at all.
The Company anticipates that its existing capital and interest earned
thereon will be sufficient to fund the Company's operations as currently planned
into 2000. The Company's future capital requirements will depend on many
factors, including continued scientific progress in its research and development
programs, the size and complexity of these programs, the scope and results of
clinical trials, the analysis of data from the Phase II/III clinical trial, the
time and costs involved in applying for any regulatory approvals, the costs
involved in preparing, filing, prosecuting, maintaining and enforcing patent
claims, competing technological and market developments, the ability of the
Company to maintain its collaborative arrangement with Abbott and to establish
and maintain additional collaborative relationships, and the cost of possible
manufacturing scale-up and effective commercialization activities and
arrangements. The Company expects to incur significant net operating losses each
year for at least the next several years as it continues its research and
development efforts and incurs general and administrative expenses to support
its research and development programs. It is possible that the Company's cash
requirements will exceed current projections and that the Company will therefore
need additional financing sooner than currently expected.
The Company has no current means of generating cash flow from
operations. Unless the Company's lead drug candidate, LJP 394, has been proven
safe and effective, has received regulatory approval and has been successfully
commercialized, it will not generate revenues, if at all. This process, if
completed, could likely take several years. The Company's other drug candidates
are much less
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developed than LJP 394. There can be no assurance that the Company's product
development efforts with respect to any drug candidate will be successfully
completed, that required regulatory approvals will be obtained, or that any
product, if introduced, will be successfully marketed or achieve commercial
acceptance. Accordingly, the Company must continue to rely upon outside sources
of financing to meet its capital needs for the foreseeable future.
There can be no assurance that the Company will receive any further
funding from Abbott. The Company anticipates increasing expenditures on the
development of other drug candidates and, over time, the Company's consumption
of cash will necessitate additional sources of financing. Furthermore, the
Company has no internal sources of liquidity, and termination of the Abbott
arrangement would have a serious adverse effect on the Company's ability to
generate sufficient cash to meet its needs.
The Company will continue to seek capital through any appropriate
means, including issuance of its securities and establishment of additional
collaborative arrangements. However, there can be no assurance that additional
financing will be available on acceptable terms and the Company's negotiating
position in its capital-raising efforts may worsen as it continues to use its
existing resources. Payments under the Company's collaborative agreement with
Abbott are uncertain and there is no assurance that the Company will be able to
enter into further collaborative relationships.
IMPACT OF YEAR 2000
The "Year 2000 Issue" is the result of computer programs written using
two digits rather than four to define the applicable year. As a result, these
computer programs may not properly recognize calendar dates beginning in the
year 2000. This problem may cause systems to fail or miscalculate causing
disruptions of operations, including a temporary inability to process
transactions or engage in similar normal business activities.
Based on recent assessments, the Company believes that it has an
effective program in place to resolve the Year 2000 Issue in a timely manner and
that its total internal Year 2000 Issue costs for information technology and
non-information technology systems will be less than $90,000 and will primarily
be incurred in 1999. The Company's year 2000 conversion requirements are
expected to be achieved through routine upgrades to its hardware and software
programs and these upgrades are expected to be completed by the third quarter of
1999. These costs and the expected completion date are based on management's
best estimates; therefore, there can be no assurance that these estimates will
be achieved and actual results could differ materially from those anticipated.
The Company's plan to resolve the Year 2000 Issue involves the
following four phases: assessment, remediation, testing and implementation. To
date, the Company has completed the assessment phase for almost 100% of the
systems that could be significantly affected by the Year 2000 Issue and has
determined that the majority of the systems assessed do not require remediation
to be year 2000 compliant. Approximately 85% of the systems requiring
remediation are now year 2000 compliant. In addition, the Company has initiated
communications with most of its significant suppliers to determine the extent to
which the Company's systems are vulnerable to those third parties' failure to
remediate their own Year 2000 Issues. There can be no assurance that the systems
of other companies on which the Company's systems rely will be timely converted
and will not have an adverse effect on the Company's systems.
The Company currently has no contingency plans in place in the event it
does not complete all phases of the year 2000 program. The Company plans to
evaluate the status of completion in the third quarter of 1999 and determine
whether such a plan is necessary.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company invests its excess cash in interest-bearing
investment-grade securities that it holds for the duration of the term of the
respective instrument. The Company does not utilize derivative financial
instruments, derivative commodity instruments or other market-risk-sensitive
instruments, positions or transactions in any material fashion. Accordingly, the
Company believes that, while the investment-grade securities it holds are
subject to changes in the financial standing of the issuer of such securities,
the Company is not subject to any material risks arising from changes in
interest rates, foreign currency exchange rates, commodity prices or other
market changes that affect market-risk-sensitive instruments.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders was held on May 13, 1999. All of the
Company's directors nominated for election as stated in the Company's Proxy
Statement were elected as follows:
DIRECTOR NOMINEE TERM VOTES IN FAVOR VOTES WITHHELD
- ---------------- ---- -------------- --------------
Thomas H. Adams, Ph.D. One year 18,269,083 900,572
William E. Engbers Three years 18,270,083 899,572
Steven B. Engle One year 18,269,003 900,652
Robert A. Fildes, Ph.D. Two years 18,270,083 899,572
W. Leigh Thompson, M.D., Ph.D. Three years 18,270,083 899,572
All of the Company's proposals as stated in the Company's Proxy
Statement were approved as follows:
PROPOSAL DESCRIPTION VOTES IN FAVOR VOTES AGAINST ABSTAINING
- -------------------- -------------- ------------- ----------
Amendment to the 1994 Stock Incentive Plan to
increase by 750,000 the number of shares of the
Company's Common Stock available under the
Plan 16,809,418 2,291,119 69,118
Amendment to the 1994 Stock Incentive Plan to
make non-employee directors eligible to receive
additional types of awards under the Plan 15,798,278 3,335,922 35,455
Amendment to the Restated Certificate of
Incorporation to increase the number of
authorized shares of the Company's
Common Stock to 100,000,000 17,691,448 1,429,464 48,743
Amendments to the Restated Certificate of
Incorporation and Amended and Restated
Bylaws to implement classified board provisions 10,902,660 3,553,424 72,267
Amendment to the Restated Certificate of
Incorporation to prohibit stockholder action
by written consent 11,529,377 2,899,366 99,608
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit
Number Description
- ------- -----------
3.1 Intentionally omitted
3.2 Amended and Restated Bylaws of the Company(2)
3.3 Amended and Restated Certificate of Incorporation of the
Company(2)
4.0 Rights Agreement dated as of December 3, 1998 between the
Company and American Stock Transfer & Trust Company(1)
4.1 Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock of the Company(2)
10.19 La Jolla Pharmaceutical Company 1994 Stock Incentive Plan(2)*
27 Financial Data Schedule(2)
- ----------
* This exhibit is a management contract or compensatory plan or arrangement.
(1) Previously filed with the Company's Registration Statement on Form 8-A (No.
000-24274) as filed with the Securities and Exchange Commission on
December 4, 1998.
(2) Filed herein.
(b) REPORTS ON FORM 8-K
During the quarter ended June 30, 1999, the Company filed a Current
Report on Form 8-K dated May 26, 1999 reporting the extension by one year of the
life of the Company's warrants and an underwriter option to purchase shares of
the Company's common stock and warrants.
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LA JOLLA PHARMACEUTICAL COMPANY
SIGNATURE
JUNE 30, 1999
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
La Jolla Pharmaceutical Company
Date: August 12, 1999 By: /s/ Wood C. Erwin
-------------------------------------
Wood C. Erwin
Vice President Finance
Chief Financial Officer
Signed both on behalf of the
Registrant and as
Principal Accounting Officer.
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LA JOLLA PHARMACEUTICAL COMPANY
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
3.2 Amended and Restated Bylaws of the Company
3.3 Amended and Restated Certificate of Incorporation of the
Company
4.1 Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock of the Company
10.19 La Jolla Pharmaceutical Company 1994 Stock Incentive Plan
27 Financial Data Schedule
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