1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 29, 2001
AMERICAN BIOGENETIC SCIENCES, INC.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-19041 11-2655906
(Commission File Number) (I.R.S. Employer Identification No.)
1375 Akron Street, Copiague, New York 11726
(Address of Principal Executive Offices) (Zip Code)
(631) 789-2600
(Registrant's Telephone Number, Including Area Code)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 29, 2001, American Biogenetic Sciences, Inc. (the "Company")
and its wholly owned subsidiary, Stellar Bio Systems, Inc. ("Stellar"),
completed the sale of Stellar's in vitro immunoflourescent antibody slide format
assay business and Stellar's mouse serum business (collectively, the "Business")
to PanBio InDx Inc. ("PanBio InDx"), a wholly owned subsidiary of PanBio
Limited, an Australian company. The Company and Stellar received a purchase
price of $1.2 million cash paid at closing and the right to receive up to an
additional $540,000 payable quarterly over three years, based on revenues of
certain portions of the Business.
Assets sold in the transaction included rights to specified products;
rights under certain contracts and leases; inventory, accounts receivable and
intellectual property related to the Business; rights to the name "Stellar";
certain computer hardware and software and other tangible assets and goodwill.
PanBio InDx assumed certain liabilities of the Business, including accounts
payable.
The terms of this disposition of assets are more fully described in the
Asset Purchase Agreement, dated June 29, 2001, by and among Stellar, the
Company, PanBio InDx and PanBio Limited, filed as an exhibit to this Form 8-K.
In connection with the sale of the assets, the Company entered into a
Manufacture and Supply Agreement with PanBio InDx and PanBio Limited, pursuant
to which PanBio InDx will manufacture the Company's thrombus precursor protein
diagnostic test kit for annual periods that may be terminated on notice given at
least 45 days prior to the end of the term.
The terms of this transaction and the consideration Stellar and the
Company received were a result of arm's length negotiations between
representatives for Stellar and the Company and representatives of PanBio InDx
and PanBio Limited.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
2
3
AMERICAN BIOGENETIC SCIENCES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2001
CONSOLIDATED
BALANCE SHEET MARCH 31, 2001 ADJUSTMENTS PRO-FORMA
- ------------- ----------- ----------- -----------
Current Assets
Cash and cash equivalents 396,000 1,200,000 A 1,596,000
Accounts Receivable 273,000 (236,000) B 37,000
Inventories 554,000 (252,000) B 302,000
Other Current Assets 23,000 -- 23,000
----------- ----------- -----------
Total Current Assets 1,246,000 712,000 1,958,000
--
Property, Plant and Equipment, net 452,000 (306,000) B 146,000
Patent Costs 2,005,000 2,005,000
Goodwill 579,000 (579,000) D --
Other Assets 31,000 31,000
----------- ----------- -----------
Total Assets 4,313,000 (173,000) 4,140,000
=========== =========== ===========
--
Current Liabilities --
Accounts Payable and Accrued Liabilities 483,000 33,000 B&C 516,000
Current Portion of Capital Lease Obligation 16,000 16,000
Current Portion of Notes Payable 177,000 177,000
----------- ----------- -----------
Total Current Liabilities 676,000 33,000 709,000
--
Capital Lease Obligation 71,000 71,000
----------- ----------- -----------
Total Liabilities 747,000 33,000 780,000
--
--
Class A Common Stock 41,000 41,000
Class B Common Stock 3,000 3,000
Additional paid-in capital 72,954,000 72,954,000
Deficit Accumulated During the Development Stage (69,432,000) (206,000) E (69,638,000)
----------- ----------- -----------
Total Stockholder's Equity 3,566,000 (206,000) 3,360,000
--
----------- ----------- -----------
Total Liabilities and Stockholder's Equity 4,313,000 (173,000) 4,140,000
=========== =========== ===========
3
4
AMERICAN BIOGENETIC SCIENCES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
CONSOLIDATED
INCOME STATEMENT DECEMBER 31, 2000 ADJUSTMENTS PRO-FORMA
- ---------------- ----------------- ------------ -----------
Net Sales 2,288,000 (1,580,000) F 837,000
129,000 G
Cost of Goods Sold 617,000 (601,000) F 16,000
------------ ------------ ----------
Gross Profit 1,671,000 (850,000) 821,000
--
Research and Development Expenses 1,326,000 (163,000) F 1,163,000
Selling, General & Administrative Expenses 4,241,000 (513,000) C&F 3,728,000
--
Other Income, net 121,000 9,000 F 184,000
54,000 H
------------ ------------ ----------
Net Loss (3,775,000) (111,000) (3,886,000)
Preferred Stock Dividend Related to Warrants (2,450,000) -- (2,450,000)
------------ ------------ ----------
Net Loss Attributed to Common Stockholder (6,225,000) (111,000) (6,336,000)
============ ============ ==========
Net Loss per Common Share
Basic and Diluted Net Loss per share ($0.14) ($0.15)
Basic and Diluted Shares 43,475,000 43,475,000
4
5
AMERICAN BIOGENETIC SCIENCES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
CONSOLIDATED
INCOME STATEMENT MARCH 31, 2001 ADJUSTMENTS PRO-FORMA
- ---------------- -------------- ----------- -----------
Net Sales 523,000 (467,000) F 89,000
33,000 G
Cost of Goods Sold 192,000 (183,000) F 9,000
----------- --------- -----------
Gross Profit 331,000 (251,000) 80,000
--
Research and Development Expenses 331,000 (32,000) F 299,000
Selling, General & Administrative Expenses 901,000 (49,000) C&F 852,000
--
Other Income, net 8,000 1,000 F
14,000 H 23,000
----------- --------- -----------
Net Loss (893,000) (155,000) (1,048,000)
Net Loss per Common Share
Basic and Diluted Net Loss per share ($0.02) ($0.02)
Basic and Diluted Shares 44,089,000 44,089,000
5
6
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation
Reference is made to Item 2., of this filing for a description of the
transaction for which the following pro forma financial statements are provided.
The unaudited pro forma balance sheet eliminates the assets that were sold and
the liabilities assumed as if the disposition had been completed as of March 31,
2001. The pro forma statements of operations for the year ended December 31,
2000 and for the three months ended March 31, 2001 assumed that the Stellar
sale occurred at the beginning of the periods presented.
The historical balance sheet used in preparation of the pro forma financial
statements has been derived from American Biogenetic Sciences, Inc.'s unaudited
financial statements as of March 31, 2001. The historical statement of
operations for the year ended December 31, 2000 has been derived from the
audited statements of operations for such period. The historical statement of
operations for the three months ended March 31, 2001 has been derived from the
Company's unaudited financial statements for such period.
2. Unaudited Pro Forma Adjustments
A description of the adjustments included in the unaudited financial statements
are as follows:
Balance Sheet
(A) Amount of cash received in the transaction at closing
(B) Assets sold to and liabilities assumed by the acquiror
(C) Accrued transaction cost
(D) Write off of goodwill
(E) Reflects the estimated loss on the sale of Stellar
Statement of Operations
(F) Elimination of Stellar results of operations
(G) Deferred payment based on a portion of Stellar revenues
(H) Interest income on cash received from sale
6
7
(c) EXHIBIT
2.1 Asset Purchase Agreement, dated June 29,
2001, by and among Stellar Bio Systems, Inc.,
American Biogenetic Sciences, Inc., PanBio
InDx Inc., and PanBio Limited.***
- ------------------
*** The Company has requested confidential treatment with respect to portions of
this exhibit.
7
8
SIGNATURE
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.
AMERICAN BIOGENETIC SCIENCES, INC.
Dated: July 13, 2001
By: /s/ Josef C. Schoell
--------------------------------------
Josef C. Schoell
President, Chief Operating Officer and
Chief Financial Officer
8