SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934
For Quarter Ended December 31, 1996
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Commission File Number 0-23252
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IGEN INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 94-2852543
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
16020 INDUSTRIAL DRIVE, GAITHERSBURG, MD 20877
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(Address of principal executive offices) (Zip Code)
(301) 984-8000
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(Registrant's telephone number, including area code)
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 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 _____
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at February 6, 1997
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Common Stock, $0.001 par value 14,982,835
IGEN INTERNATIONAL, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1996
INDEX
PAGE
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PART I FINANCIAL INFORMATION
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Item 1. Financial Statements
Balance Sheets - December 31, 1996, and March 31, 1996 3
Statements of Operations - For the three and nine months ended
December 31, 1996 and 1995 4
Statements of Cash Flows - For the nine months ended
December 31, 1996 and 1995 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II OTHER INFORMATION
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Item 2. Changes in Securities 10
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES
2
PART I FINANCIAL INFORMATION
- -----------------------------
Item 1. Financial Statements
IGEN INTERNATIONAL, INC.
BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, MARCH 31,
1996 1996
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ASSETS (UNAUDITED)
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 990 $ 4,001
Short-term investments 7,088 16,216
Accounts receivable 1,602 1,892
Notes receivable - capital leases 469
Inventory 1,917 1,648
Prepaid expenses 681 1,035
Other current assets 124 420
-------- --------
Total current assets 12,871 25,212
-------- --------
EQUIPMENT, FURNITURE, AND IMPROVEMENTS 6,727 6,172
Accumulated depreciation and amortization ( 3,486) ( 2,590)
-------- --------
Equipment, furniture, and improvements, net 3,241 3,582
-------- --------
OTHER ASSETS 448 482
-------- --------
TOTAL $ 16,560 $ 29,276
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 3,940 $ 3,793
Deferred revenue 96 7,532
Obligations under capital leases 166 187
-------- --------
Total current liabilities 4,202 11,512
NONCURRENT LIABILITIES:
Obligations under capital leases 121 329
-------- --------
Total Liabilities 4,323 11,841
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STOCKHOLDERS' EQUITY:
Common stock: $.001 par value, 50,000,000 shares
authorized; 14,973,210 and 14,908,530
shares issued and outstanding 15 15
Additional paid-in capital 64,839 64,676
Accumulated deficit (52,289) (46,818)
Deferred compensation (9) (91)
Notes receivable from sale of common stock (319) (347)
-------- --------
Total stockholders' equity 12,237 17,435
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TOTAL $ 16,560 $ 29,276
======== ========
See notes to financial statements.
3
IGEN INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
-------- -------- -------- --------
REVENUES:
License and royalty income $ 2,395 $ 2,367 $ 7,147 $ 7,102
Product sales 1,698 1,077 5,031 2,995
Contract revenue 427 509 1,673 1,455
------- -------- ------- --------
4,520 3,953 13,851 11,552
------- -------- ------- --------
OPERATING COSTS AND EXPENSES:
Product costs 731 457 1,969 1,345
Research and development 3,399 3,644 10,033 10,407
Marketing, general and administrative 2,888 1,917 7,991 6,241
------- -------- ------- --------
7,018 6,018 19,993 17,993
------- -------- ------- --------
LOSS FROM OPERATIONS (2,498) (2,065) (6,142) (6,441)
INTEREST INCOME - net 261 227 671 814
------- -------- ------- --------
NET LOSS $(2,237) $( 1,838) $(5,471) $( 5,627)
======= ======== ======= ========
NET LOSS PER SHARE $ (.15) $ (.12) $ (.37) $ (.38)
======= ======== ======= ========
SHARES USED IN COMPUTING
NET LOSS PER SHARE 14,969 14,771 14,955 14,742
======= ======== ======= ========
See notes to financial statements.
4
IGEN INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
NINE MONTHS ENDED
DECEMBER 31,
1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (5,471) $ (5,627)
Adjustments to reconcile net income to net cash used in operating
activities:
Interest on notes receivable from sale of common stock (5) (22)
Amortization of deferred compensation 82 81
Depreciation and amortization 896 802
Deferred revenue (7,436) (5,148)
Decrease (increase) in accounts receivable 290 (113)
Increase in notes receivable-capital leases (469)
Increase in inventory (269) (688)
Decrease (increase) in prepaid expenses 354 (497)
Decrease (increase) in other current assets 296 (414)
Decrease in other assets 34 259
Increase (decrease) in accounts payable and accrued expenses 147 (1,454)
-------- ---------
Net cash used in operating activities (11,551) (12,821)
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for equipment, furniture and improvements (555) (975)
Sale (purchase) of short-term investments 9,128 (11,816)
-------- ---------
Net cash provided by (used in) investing activities 8,573 (12,791)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes receivable from sale of
common stock, net 33 69
Issuance (purchase) of common stock - net 163 (326)
Principal payments under capital lease obligations (229) (172)
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Net cash used in financing activities (33) ( 429)
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NET DECREASE IN CASH AND CASH EQUIVALENTS (3,011) (26,041)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 4,001 30,226
-------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 990 $ 4,185
======== =========
See notes to financial statements.
5
IGEN INTERNATIONAL, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1996
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1. Basis of Presentation and Accounting Policies
On November 19, 1996, IGEN, Inc. was merged into a newly formed Delaware
corporation, IGEN International, Inc. (the "Company"). The change in the state
of incorporation and name had previously been approved by shareholders at the
IGEN Annual Meeting of Shareholders on September 10, 1996. These changes do not
affect IGEN's business operations, employees, shareholders or its business
locations.
The financial statements of IGEN International, Inc. reflect, in the opinion of
management, all adjustments, consisting only of normal and recurring
adjustments, necessary to present fairly the Company's financial position at
December 31, 1996 and the Company's results of operations for the three and nine
month periods ended December 31, 1996 and 1995, respectively. Interim period
results are unaudited and are not necessarily indicative of results of
operations or cash flows for a full year period. The balance sheet at March 31,
1996 was derived from audited financial statements at such date.
Pursuant to accounting requirements of the Securities and Exchange Commission
applicable to quarterly reports on Form 10-Q, the accompanying financial
statements and these notes do not include all disclosures required by generally
accepted accounting principles for complete financial statements. Accordingly,
these statements should be read in conjunction with the Company's most recent
annual financial statements included in the Company's Annual Report for the
fiscal year ended March 31, 1996.
2. Summary of Significant Accounting Policies
Cash Equivalents and Short-Term Investments - Cash equivalents include cash in
banks, money market funds, securities of the U.S. Treasury and certificates of
deposit with original maturities of three months or less.
Concentration of Credit Risks - The Company has invested its excess cash
generally in securities of the U.S. Treasury, money market funds, certificates
of deposit and corporate bonds. The Company invests its excess cash in
accordance with a policy objective that seeks to ensure both liquidity and
safety of principal. The policy limits investments to certain types of
instruments issued by institutions with strong investment grade credit ratings
and places restrictions on their terms and concentrations by type and issuer.
Inventory is recorded at the lower of cost or market using the first-in, first-
out method and consists of the following (in thousands):
December 31, 1996 March 31, 1996
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Finished goods $ 899 $1,270
Work in process 240 244
Raw materials 778 134
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Total $1,917 $1,648
Equipment, Furniture, and Improvements are carried at cost. Depreciation is
computed over the estimated useful lives of the assets, generally five years,
using accelerated methods.
6
IGEN INTERNATIONAL, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1996
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
2. Summary Of Significant Accounting Policies (continued)
Revenue Recognition - Nonrefundable license fees, option fees, and milestone
payments in connection with research and development contracts or
commercialization agreements with corporate partners are recognized when they
are earned in accordance with the applicable performance requirements and
contractual terms. Amounts received in advance of performance under contracts
or commercialization agreements are recorded as deferred revenue until earned.
Product sales revenue is recorded as products are shipped.
Income (Loss) Per Share has been computed based on the weighted average number
of common shares and common equivalent shares outstanding during each period,
including common equivalent shares calculated for the stock options and warrants
under the treasury stock method for all periods presented.
Accounting for Stock Compensation - In 1995, the FASB issued SFAS 123
"Accounting for Stock-Based Compensation" which will be effective for the
Company's 1997 fiscal year. SFAS 123 allows for companies to adopt a new fair-
value basis of accounting for stock options and other equity instruments, or the
disclosure-only alternative for stock based compensation. The Company has not
yet determined whether it will elect the expense recognition or disclosure-only
alternative permitted under SFAS 123, and therefore has not yet determined the
impact of such adoption on its financial position, results of operations, and
cash flows.
7
IGEN INTERNATIONAL, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
OVERVIEW
The Company devotes substantially all of its resources to the research and
development of its proprietary technologies, primarily the ORIGEN(R) technology
for clinical diagnostic and life science research products. The Company's
sources of revenue have consisted primarily of license or research payments
pursuant to licensing or collaborative research agreements and from product
sales. The Company has entered into arrangements with corporate collaborators
that provide for the development and marketing of certain ORIGEN systems. These
agreements provide fees and royalties payable to the Company in exchange for
licenses to produce and sell the resulting products. In the near term, the
Company may selectively pursue additional strategic alliances although, over
time, it expects an increasing amount of its revenues to be derived from sales
of its products and royalties from corporate collaborations.
Except for the historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties. Actual
results might differ materially from these due to risks and uncertainties,
including the impact of competitive products and pricing, the timely development
and acceptance of new products and market conditions. A more detailed
description of these risks and other risks applicable to the Company appears in
IGEN's Annual Report on Form 10-K for the year ended March 31, 1996.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1996 VS. DECEMBER 31, 1995
The Company had revenue of $4.5 million for the three months ended December 31,
1996, compared to revenue of $4 million for the corresponding period in 1995.
This increase is attributable to sales of the Company's ORIGEN research
instruments and reagents and cell culture products which were $1.7 million
during the current quarter compared to $1.1 million in the same period last
year. Such product sales reflect higher placements of the ORIGEN Detection
System. Contract revenue and other license fees remained relatively constant at
$2.8 million in 1996 as compared to $2.9 million for the same quarter in 1995,
reflecting the timing of milestones and revenues received under IGEN's
supplemental Assay Development Contract with Boehringer Mannheim GmbH.
Research and development expenses were $3.4 million for the three months ended
December 31, 1996, which represents a 6% decrease from $3.6 million for the
corresponding period in 1995. The decrease in costs in 1996 resulted from
changes in external technical collaborations. Marketing, general and
administrative expenses were $2.9 million and $1.9 million for the three months
ended December 31, 1996 and 1995, respectively. This higher level of costs
resulted primarily from increased marketing efforts associated with the ORIGEN
Detection System and administrative costs associated with the Company's
reincorporation in the State of Delaware.
Results from operations over the next several years is likely to fluctuate
substantially from quarter to quarter. These differences will result from the
timing of revenues earned under license and product development agreements along
with the associated product development expenses.
8
IGEN INTERNATIONAL, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1996
Management's Discussion and Analysis of Financial Condition and Results of
Operations (Continued)
As of March 31, 1996, the Company had a federal net operating loss and general
business credit tax carry forwards of approximately $31 million and $2.1
million, respectively. The Company's ability to utilize its net operating loss
and general business credit tax carryforwards may be subject to an annual
limitation in future periods pursuant to the "change in ownership rules" under
Section 382 of the Internal Revenue Service Code of 1986, as amended.
NINE MONTHS ENDED DECEMBER 31, 1996 VS. DECEMBER 31, 1995
The Company had revenue of $13.9 million for the nine months ended December 31,
1996, compared to revenue of $11.6 million for the corresponding period in 1995.
This represents a $2.4 million (20%) increase which is attributable to higher
product sales of the Company's ORIGEN Detection System, reagents and cell
culture products which were $5 million and $3 million in 1996 and 1995,
respectively. Contract revenue and license fees remained relatively constant at
$8.8 million in 1996 compared to $8.6 million in 1995.
Product costs were $2 million (39% of product sales) and $1.3 million (45% of
product sales) for the nine months ended December 31, 1996 and 1995
respectively. This decrease is attributable to a change in the product sales
mix during the current year.
Research and development expenses decreased $374,000 (4%) to $10 million for the
nine months ended December 31, 1996, compared to $10.4 million for the
corresponding period in 1995. Decreased costs of external technical
collaborations was the primary reason for this decline. Marketing, general and
administrative expenses were $8 million and $6.2 million in 1996 and 1995,
respectively. The higher level of costs during 1996 is primarily due to
increased marketing efforts associated with the ORIGEN Detection System and
administrative costs associated with the Company's reincorporation in the State
of Delaware.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations through the sale of preferred and common
stock, aggregating approximately $60 million through December 31, 1996,
collaborative research and licensing agreements and sales of its ORIGEN line of
products. As of December 31, 1996, the Company had $8.1 million in cash, cash
equivalents and short term investments. Working capital was $8.7 million at
December 31, 1996.
Net cash used in operating activities was $11.6 million for the nine months
ended December 31, 1996, as compared to $12.8 million for the corresponding
period in 1995. This $1.2 million decrease (9%) of net cash used in 1996 was
primarily due to lower accounts payable balances.
9
IGEN INTERNATIONAL, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1996
Management's Discussion And Analysis Of Financial Condition And Results Of
Operations (Continued)
The Company used $555,000 and $975,000 of net cash for investing activities,
substantially related to the acquisition of laboratory equipment, furniture and
leasehold improvements, during the nine months ended December 31, 1996 and 1995,
respectively. During the nine months ended December 31, 1995, the Company used
approximately $400,000 to repurchase shares of its stock under a Stock
Repurchase Plan.
The Company expects to incur substantial additional research and development
expenses, manufacturing costs and marketing and distribution expenses. It is
the Company's intention to selectively seek additional collaborative or license
agreements with suitable corporate collaborators although there can be no
assurance the Company will be able to enter into such agreements or that amounts
received under such agreements will reduce substantially the Company's funding
requirements. Additional equity or debt financing may be required, and there can
be no assurance that these funds may be available on favorable terms, if at all.
The Company's future capital requirements depend on many factors, including
continued scientific progress in its diagnostics programs, the magnitude of
these programs, the time and costs involved in obtaining regulatory approvals,
the costs involved in filing, prosecuting and enforcing patent claims, competing
technological and market developments, changes in its existing license and other
agreements, the ability of the Company to establish development arrangements,
the cost of manufacturing scale-up and effective commercialization activities
and arrangements.
PART II OTHER INFORMATION
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Item 2. Changes in Securities
On November 6, 1996, the Board of Directors of IGEN International, Inc.
(the "Company") approved the adoption of a Rights Agreement dated as of November
6, 1996 (the "Rights Agreement"), between the Company and the First National
Bank of Boston as Rights Agent (the "Rights Agent"). Each Preferred Share
Purchase Right (a "Right") entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock, par value $.001 per share (the "Preferred Shares"), of the Company at a
price of $65.00 per one one-hundredth of a Preferred Share (the "Purchase
Price"), subject to adjustment.
Initially, the Rights will be evidenced by the stock certificates
representing Common Shares then outstanding, and no separate Right Certificates,
as defined, will be distributed. Until the earlier to occur of (i) the
acquisition by a person or group of affiliated or associated persons, (other
than (A) the Company, (B) a majority owned subsidiary of the Company, (C) any
employee benefit plan of the Company or any majority-owned subsidiary of the
Company, (D) any entity holding Common Shares for or pursuant to the terms of
any such plan or (E) Mr. Samuel J. Wohlstadter, his affiliates and associates,
his heirs, and any trust or foundation to which he has transferred or may
transfer Common Shares of the Company ("Samuel Wohlstadter") and each of the
persons listed in (A) through (E) above, an "excepted person") of beneficial
ownership of 15% or more of the outstanding Common Shares (an "Acquiring
Person") or (ii) 10 business days (or such later date as may be determined by
action of the Board of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding Common Shares (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of this Summary of Rights
attached thereto.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration of the
10
Rights), new Common Share certificates issued after the Record Date upon
transfer or new issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights) the surrender or transfer of any
certificates for Common Shares outstanding as of the Record Date will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on November 6, 2006 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $l per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights are protected by
customary anti-dilution provisions. Because of the nature of the Preferred
Shares' dividend, liquidation and voting rights, the value of the one one-
hundredth interest in a Preferred Share purchasable upon exercise of each Right
should approximate the value of one Common Share. The Preferred Shares rank
junior to all other series of the Company's preferred stock.
In the event that the Company is acquired by any person, other than Samuel
Wohlstadter, in a merger or other business combination transaction or 50% or
more of its consolidated assets or earning power are sold to any person other
than Samuel Wohlstadter, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event that
any person or group of affiliated or associated persons becomes an Acquiring
Person, proper provision shall be made so that each
11
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
exercise price of the Right.
At any time after any Person becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one Common Share, or one one-hundredth of a
Preferred Share (or of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges), per Right (subject
to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors since at any time prior to the earliest of (i) the time a
person has become an Acquiring Person, or (ii) the Final Expiration Date, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). Following the
expiration of the above periods, the Rights become nonredeemable. Immediately
upon any redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to any percentage which is (i)
greater than the largest percentage of the outstanding Common Shares then known
to the Company to be beneficially owned by any person or group of affiliated or
associated persons (other than an excepted person) and (ii) not less than 10%,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
12
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2.1 Agreement and Plan of Merger effective November 19, 1996 (by
virtue of a reincorporation), by and between IGEN, Inc., a
California corporation, and IGEN International, Inc., a Delaware
corporation.
3.1 The Registrant's (as successor in interest to IGEN, Inc. by
virtue of a reincorporation effective November 19, 1996)
Certificate of Incorporation, as filed with the Secretary of
State of the State of Delaware on August 30, 1996.
3.2 The Registrant's Certificate of Designation of Series A Junior
Participating Preferred Stock, as filed with the Secretary of
State of the State of Delaware on November 18, 1996.
3.3 The Registrant's (as successor in interest to IGEN, Inc. by
virtue of a reincorporation effective November 19, 1996) Bylaws,
as currently in effect.
4.1 Form of Specimen Right Certificate.(1)
4.2 Rights Agreement, dated as of November 6, 1996, between the
Registrant and The First National Bank of Boston.(2)
11.1 Statements regarding computation of per share earnings for the
three months and nine months ended December 31, 1996 and 1995.
27.1 Financial Data Schedule.
-----------------------------
(1) Incorporated by reference to Exhibit 1.1 of the Registrant's
Form 8-A filed with the Securities and Exchange Commission
on December 11, 1996.
(2) Incorporated by reference to Exhibit 2.1 of the Registrant's
Form 8-A filed with the Securities and Exchange Commission
on December 11, 1996.
(b) Reports on Form 8-K:
None
13
IGEN INTERNATIONAL, INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1996
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.
IGEN International, Inc.
Date: February 13, 1996 /s/ George V. Migausky
----------------- ____________________________________________
George V. Migausky
Vice President of Finance and Chief Financial
Officer
(On behalf of the Registrant and as Principal
Financial Officer)
14
EXHIBIT INDEX
-------------
Exhibit Number Description
- -------------- -----------------------------
2.1 Agreement and Plan of Merger effective November 19, 1996 (by
virtue of a reincorporation), by and between IGEN, Inc., a
California corporation, and IGEN International, Inc., a Delaware
corporation.
3.1 The Registrant's (as successor in interest to IGEN, Inc. by
virtue of a reincorporation effective November 19, 1996)
Certificate of Incorporation, as filed with the Secretary of
State of the State of Delaware on August 30, 1996.
3.2 The Registrant's Certificate of Designation of Series A Junior
Participating Preferred Stock, as filed with the Secretary of
State of the State of Delaware on November 18, 1996.
3.3 The Registrant's (as successor in interest to IGEN, Inc. by
virtue of a reincorporation effective November 19, 1996) Bylaws,
as currently in effect.
4.1 Form of Specimen Right Certificate.(1)
4.2 Rights Agreement, dated as of November 6, 1996, between the
Registrant and The First National Bank of Boston.(2)
11.1 Statements regarding computation of per share earnings for the
three months and nine months ended December 31, 1996 and 1995.
27.1 Financial Data Schedule.
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(1) Incorporated by reference to Exhibit 1.1 of the Registrant's
Form 8-A filed on December 11, 1996.
(2) Incorporated by reference to Exhibit 2.1 of the Registrant's
Form 8-A filed on December 11, 1996.