1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996 Commission File Number 0-27698
CHIREX INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3296309
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
65 WILLIAM STREET 02181
WELLESLEY, MASSACHUSETTS (Zip Code)
(Address of Principal Executive
Office)
617-431-2200
(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 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 No X
-- --
Number or shares outstanding of the issuer's classes of common stock as of April 30, 1996;
Class Number of Shares Outstanding
- - ------------------------------------- ----------------------------
Common Stock, par value $.01 per share 10,903,142
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CHIREX INC.
INDEX
PAGE NUMBER
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995 3
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31,
1996 AND 1995 4
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31,
1996 AND 1995 5
NOTES TO CONSOLIDATED INTERIM FINANCIAL
STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURE 14
This Quarterly Report on Form 10-Q contains forward-looking statements. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects," and
similar expressions are intended to identify forward-looking statements. The
important factors discussed below under the caption "Certain Factors that May
Affect Future Operating Results," among others, could cause actual results to
differ materially from those indicated by forward-looking statements made herein
and presented elsewhere by management from time to time.
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PART I - FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CHIREX INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands)
March 31 December 31
1996 1995
---- ----
ASSETS
ChiRex Inc. Crossco (157) SepraChem
Limited Inc.
Current Assets:
Cash and cash equivalents $ 6,248 $ 7,845 $ 0
Trade and other receivables 11,576 8,335 546
Inventories 19,030 18,547 193
Other current assets 903 366 1,646
-------- ------- ------
Total current assets 37,757 35,093 2,385
Property, plant and equipment, net 58,509 44,868 307
Intangible assets, net 28,844 0 0
-------- ------- ------
Total Assets $125,110 $79,961 $2,692
======== ======= ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 7,128 $ 5,374 $ 0
Accrued expenses 3,764 7,881 0
Income taxes payable 731 996 0
Deferred income taxes 500 0 0
Current portion of long-term debt 650 660 0
-------- ------- ------
Total current liabilities 12,773 14,911 0
Long-term debt 10,825 40,304 0
Deferred income taxes 6,822 3,453 0
Deferred income 3,324 2,962 0
Accrued expenses 6,160 4,425 0
-------- ------- ------
Total liabilities 39,904 66,055 0
-------- ------- ------
Cumulative redeemable preferred stock
at redemption value 0 13,541 0
Stockholders' equity
Common stock 108 173 80
Additional paid-in capital 97,623 1,560 5,064
Retained earnings (12,525) (1,201) (2,452)
Cumulative translation adjustment 0 (167) 0
-------- ------- ------
Total stockholders' equity 85,206 365 2,692
-------- ------- ------
Total liabilities and stockholders' equity $125,110 $79,961 $2,692
======== ======= ======
The accompanying notes are an integral part
of the consolidated financial statements.
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CHIREX INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE-MONTH PERIOD ENDED
MARCH 31, 1996 AND 1995
(UNAUDITED)
(in thousands, except per share amounts)
1996 1995
---- ----
Sterling
Crossco (157) Limited ChiRex Inc. Organics SepraChem
pre-acquisition Limited Inc.
Revenues:
Product sales $15,212 $ 7,276 $23,833 $275
License fees and royalty income 0 323 0 141
------- -------- ------- -----
Total revenues $15,212 7,599 23,833 416
Costs and expenses:
Cost of goods sold 13,545 6,031 21,014 272
Research and development 387 233 475 242
Selling, general and administrative 443 415 442 726
Write-off of in-process research and
development 0 5,790 0 0
Compensation related to stock
plans 0 5,286 0 0
------- -------- ------- -----
Total operating expenses 14,375 17,755 21,931 1,240
Operating profit (loss) 837 (10,156) 1,902 (824)
Other (income) expense:
Interest expense - net 690 41 0 0
Other - net 47 2 (340) 0
------- -------- ------- -----
Income (loss) before income taxes 100 (10,199) 2,242 (824)
Provision for income taxes 33 398 733 (313)
------- -------- ------- -----
Net income (loss) 67 (10,597) 1,509 (511)
------- -------- ------- -----
Preferred and Series A stock dividends 216 0 0 0
Net income (loss) to common stockholders $ (149) $(10,597) $ 1,509 $(511)
======= ======== ======= =====
Net income (loss) per share: $ (2.05)
Weighed average number of common
and common equivalent shares outstanding 5,158
Number of common shares outstanding
at March 31, 1996 10,903
Net income (loss) per common share
outstanding at March 31, 1996 $ (0.97)
The accompanying notes are an integral part
of the consolidated financial statements
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CHIREX INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH PERIOD
ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
(in thousands)
1996 1995
---- ----
Sterling
ChiRex Inc. Organics SepraChem
Limited Inc.
Cash flows from operating activities:
Net income (loss) to common stockholders $(10,597) $ 1,512 $ (511)
Add back: Depreciation & amortization 443 2,132 37
Goodwill 60 0 0
Amortization of fixed asset uplift 19 0 0
Inventory uplift release 275 0 0
Write-off of in-process research
and development 5,790 0 0
Compensation related to stock plan 5,286 0 0
Changes in assets and liabilities (net of acquisition
of Crossco):
Receivables (1,636) (3,916) (31)
Inventories 788 908 18
Other current assets (164) 16 (304)
Accounts payable and accrued liabilities 195 4,608 0
Income taxes payable 241 735 (313)
Other noncurrent assets and liabilities 16 290 0
-------- ------- ------
Net cash provided from operations 716 6,285 (1,104)
Cash flows from investing activities:
Capital expenditures (261) (3,189) 0
Acquisition of Crossco (net of cash acquired) (32,135) 0 0
-------- ------- ------
Net cash (used in) investing activities (32,396) (3,189) 0
Cash flows from financing activities:
Increase (decrease) in short-term debt 0 (622) 1,104
Long-term debt activity (including
current portion):
Borrowings 11,475 0 0
Repayments (53,598) 0 0
Proceeds from the issuance of common stock 79,988 0 0
-------- ------- ------
Net cash provided from financing activities 37,865 0 1,104
Effect of exchange rate changes on cash 62 0 0
Net increase in cash 6,247 2,474 0
Cash at beginning of period 1 0 0
-------- ------- ------
Cash at end of period $ 6,248 $ 2,474 $ 0
======== ======= ======
The accompanying notes are an integral part
of the consolidated financial statements
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CHIREX INC.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. Basis of presentation
The accompanying interim consolidated financial statements are unaudited
and have been prepared on a basis substantially consistent with audited
financial statements.
The consolidated interim financial statements, in the opinion of
management, reflect all adjustments (including normal recurring adjustments)
necessary for a fair presentation of the results for the interim period ended
March 31, 1996. The results of operations for the interim period are not
necessarily indicative of the results of operations expected for the fiscal
year.
On March 11, 1996 the Company completed the sale of 6,675,000 shares of its
Common Stock, $0.01 par value per share, pursuant to an underwritten public
offering (the "Offering"). Immediately prior to the Offering, the share capital
of Crossco (157) Limited ("Crossco"), a private company incorporated in England
and Wales and the sole shareholder of Sterling Organics Limited ("Sterling
Organics") was recapitalized. Concurrently with the closing of the Offering, the
shareholders of Crossco contributed to the Company all of the outstanding newly
recapitalized equity share capital of Crossco in exchange for Common Stock and
promissory notes of the Company. As part of this contribution all loan stock of
Crossco was exchanged for promissory notes in the Company. As a result of these
transactions (the "Crossco Acquisition") the Company holds all of the
outstanding share capital of Crossco, which in turn holds all the outstanding
share capital of Sterling Organics. Certain shares held by the original
shareholders of Crossco were redeemed by the Company concurrently with, and with
the proceeds from, the Offering. In addition, concurrently with the Offering and
in return for 3,489,301 shares of ChiRex Common Stock, Sepracor Inc.
("Sepracor") contributed SepraChem Inc. ("SepraChem") to the Company through a
merger of a newly formed and wholly owned subsidiary of the Company with and
into SepraChem.
The acquisition of Crossco by the Company was accounted for using the
Purchase Method of business combinations, and accordingly gave rise to goodwill
to be amortized over 25 years. The calculation of goodwill after the fair
valuation of assets is detailed below, along with the annual amortization
charges to be incurred as a result. Inventory represents the adjustment to fair
value of inventory held by Sterling Organics and will increase the charge to
Cost of Goods Sold over the period that the inventory turns.
Charge Balance
to at
Acquisition Annual March 31, March 31,
(in thousands) Value Amortization 1996 1996
----------- ------------ --------- ---------
Goodwill $28,904 $1,156 $ 60 $28,844
Purchase of in-process 5,325 5,325
research and development
Inventory 1,792 275 1,517
Deferred tax on inventory (591) (91) (500)
Land 1,146 1,146
Plant and equipment 14,237 574 31 14,206
(depreciated at 7.5% annually,
straight line)
Deferred tax on plant and (2,525) (189) (12) (2,513)
equipment ------- ------ ----- -------
$48,288 $1,541 $5,588 $42,700
======= ====== ====== =======
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The excess purchase price is computed as follows (in thousands of U.S. Dollars):
Aggregate purchase price (issuance of 3,739,206 shares of
ChiRex Common Stock at $13.00 per share) $48,610
Net book value of Crossco (consolidated with Sterling Organics)
at March 11, 1996 322
-------
Excess Purchase Price $48,288
=======
Due to the recent completion of the above transactions and lack of historical
information for comparison purposes, management regards the most meaningful
presentation of the consolidated financial statements as follows:
The consolidated balance sheet for the interim period ending March 31, 1996 is
shown with both the Crossco and SepraChem balance sheets for the period ending
December 31, 1995.
The consolidated statements of operations for the interim period ending March
31, 1996 is shown with the consolidated statements of operations of Sterling
Organics and SepraChem for the corresponding interim period of the previous
year. In addition, and for completeness, the consolidated operating statement of
Crossco for the period from January 1, 1996 to the time of acquisition is
shown.
The consolidated statements of cash flows for the interim period ending March
31, 1996 is shown with the consolidated statements of cash flow for Sterling
Organics and SepraChem for the corresponding interim period of the previous
year.
Net loss per common share is computed based upon the weighted average number of
common and common equivalent shares. Common equivalent shares are not included
in the per share calculations where the effect of their inclusion would be
anti-dilutive, except that, in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 83, all common and common equivalent
shares issued during the twelve-month period prior to the effective date of the
Offering have been included in the calculation as if they were outstanding for
all periods prior to the Offering, using a price of $12.25 per share.
2. Inventories
Inventories consist of the following
(in thousands) ChiRex Inc. Crossco (157) Limited SepraChem Inc.
March 31, 1996 December 31, 1995 December 31, 1995
-------------- ----------------- -----------------
Raw materials $ 1,560 $ 1,792 $ 46
Work in progress 5,367 5,024 0
Finished goods 8,913 8,704 147
Stores and replacement parts 3,190 3,027 0
------- ------- ----
$19,030 $18,547 $193
======= ======= ====
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULT OF OPERATIONS
OVERVIEW
The company is a newly formed corporation that is a combination of Crossco (157)
Limited (including subsidiary Sterling Organics Limited), a fine chemicals
manufacturer, and SepraChem, a chiral chemistry business. The Company is
undertaking a new business strategy designed to take advantage of this
combination by leveraging its proprietary technology and manufacturing
capabilities.
On March 11, 1996, ChiRex placed 6.675 million common shares in an Initial
Public Offering and used the proceeds, among other things, to reduce outstanding
debt by $25.4 million and to redeem the entire issue of $13.5 million 5%
preferred stock.
ChiRex Inc. specializes in the development, manufacture and marketing of
pharmaceutical fine chemicals and, through its joint venture, InNova
Pharmaceuticals, formulated generic drugs. ChiRex currently produces over 50
pharmaceutical chemicals in its world-class cGMP manufacturing facilities and
has a product development pipeline of more than 15 products using its patented
ChiRedox process technologies.
RESULTS OF OPERATIONS
Three months ended March 31, 1996 and 1995.
Net income (loss) to common stockholders on a pro forma basis declined from $1.0
million for the first quarter of 1995 to ($10.7 million) for the first quarter
of 1996 reflecting the effect of one-time write-offs. Excluding write-offs, the
net income for the first quarter of 1996 is $600,000.
The operating results on a pro forma basis are shown in the following table:
Three months ended March 31,
----------------------------
1996 1995
---- ----
(in thousands)
Net Revenues $27,811 $24,249
Operating Expenses:
Cost of goods sold 19,576 21,286
Research and development 620 717
Selling, general and administrative 858 1,168
Purchase of in-process research and development 5,790 0
Compensation related to stock plans 5,286 0
------- ------
Total operating expenses 32,130 23,171
Operating profit (loss) (9,319) 1,078
Other (income) expense:
Interest expense--net 731 0
Other--net 49 (340)
------- ------
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Three months ended March 31,
----------------------------
1996 1995
---- ----
(in thousands)
Income (loss) before income taxes $(10,099) $1,418
Provision for income taxes 431 420
Net income (loss) (10,530) 998
Preferred and Series A stock dividends 216 0
-------- ------
Net income (loss) to common stockholders $(10,746) $ 998
-------- ------
Revenues. Net revenues for the three months ended March 31, 1996 were $22.8
million, a reduction of 6% compared to the $24.2 million in the first quarter
1995. The decline in revenues reflects selected elimination of low-margin
customer supply arrangements consistent with management's previously
communicated plan.
Cost of Goods Sold. Cost of goods sold as a percentage of sales for the first
quarter 1996 was 85.8%, a reduction from the 87.8% in the first quarter 1995.
This was a result of the elimination of high-cost, low-margin products.
Research & Development Expenses. Research and development expenses were $620,000
for the first quarter 1996, a 13% decrease compared to the $717,000 for the
first quarter 1995. The major reason for the decrease is the lower charge from
Sepracor as the Company begins to conduct research and development in-house.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $798,000 in the first quarter 1996, a 32% decrease
compared to the $1.2 million in the first quarter 1995. 1995 included legal
expenses of $202,000 and a corporate allocation of $170,000 which were not
repeated in 1996. The 1996 charge also includes goodwill amortization of $60,000
related to the recorded goodwill of $28.8 million to be amortized over
twenty-five years.
Write-off of In-process Development. 1996 includes a one-time non-cash
write-off of $5.8 million of which $5.3 million is for the purchase of
in-process research and development representing Crossco's ongoing research and
development projects which have not yet resulted in commercially viable
products. $465,000 relates to research and development expenditure at
SepraChem Canada which has also not yet resulted in commercially viable
products.
Compensation Related to Stock Plans. The Company has recorded a non-cash,
nonrecurring compensation charge of $5.3 million representing the aggregate
difference between the $1.48 exercise price and the offering price of $13.00
per share of 458,821 stock options converted from SepraChem stock options on
March 11, 1996.
Interest Expense. Interest expense of $731,000 in first quarter 1996 compared to
$0 in first quarter 1995 is a result of interest paid on bank loans as well as
interest on loan stock which was redeemed on March 11, 1996.
Other--net. Other--net of $149,000 in first quarter 1996 generally relates to
loss on disposal of fixed assets, contractual arbitration costs and audit fees.
The income of $340,000 in first quarter 1995 relates to one-time compensation
from a customer for canceled contract.
Income Tax Expense. Income tax expense of $431,000 in the first quarter 1996
shows consistently an effective tax rate of 33% in the U.K. and 38% in the U.S.
excluding the nonrecurring items compared to $420,000 for the first quarter
1995, also at 33% and 38%, respectively.
Preferred and Series A Stock Dividend. First quarter 1996 includes $127,000
related to dividend on 5% preference shares and $89,000 related to a 5%
participating dividend on Series A shares. These shares were redeemed on March
11, 1996, and no future dividends will be paid on these shares.
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Net Income (Loss) to Common Stockholders. As a result of factors described
above, net income (loss) to common stockholders was ($10.7 million) loss for the
first quarter 1996 as compared to $1.0 million for the first quarter 1995.
CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
The Company is a newly formed combination of SepraChem Inc. ("SepraChem")
and Sterling Organics Limited ("Sterling Organics") and, as such, has very
little operating history as a combined entity. There can be no assurance that
the integration of SepraChem and Sterling Organics can be accomplished
successfully or on a timely basis or that the Company's business strategy can be
successfully implemented.
The Company's revenues are dependent upon the continuing operation of the
Company's only manufacturing facility, located in Dudley, England. In addition,
the Company has not yet manufactured any products at its Dudley facility using
the proprietary technology of SepraChem. There can be no assurance that
manufacturing problems will not arise as the Company begins manufacturing such
products at the Dudley facility or that manufacturing can be scaled-up in a
timely manner to allow production in sufficient quantities to meet the needs of
the Company's customers.
The Company's largest customers account for a significant percentage of its
revenues. In 1995, Sanofi S.A. and its subsidiaries ("Sanofi"), SmithKline
Beecham PLC ("SmithKline Beecham") and Rohm and Haas Company accounted for 34%,
21% and 14%, respectively, of
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the Company's total pro forma revenues. The Company expects to continue to rely
on a limited number of customers for a significant portion of its revenues.
Also, many of the Company's supply agreements, including those with certain of
its largest customers, are for a limited duration and will expire over the next
few years, and certain supply arrangements are with sole source suppliers.
InNova Pharmaceuticals SRL ("InNova"), a fifty percent owned joint
venture, has a very limited operating history and has not yet manufactured
paclitaxel or any other generic drug product. InNova expects to encounter
intense competition in the generic drug market, including the paclitaxel market,
and such competition could require price reductions or increased spending on
research and development and marketing and sales, any of which could materially
adversely affect the results of operations of InNova, or could render the
products or technologies of InNova obsolete or noncompetitive.
Acetaminophen (paracetamol), an OTC analgesic, is the largest volume
product manufactured by the Company, representing approximately 34% of the
Company's 1995 pro forma revenues. Substantially all of the acetaminophen sold
by the Company is supplied under contracts with SmithKline Beecham and Sanofi
that initially expire in 1998 and 2001, respectively. The Company is examining
strategic alternatives with respect to its acetaminophen business, including the
possible disposition of the business and alternative lower-cost raw materials
sourcing.
The successful implementation of the Company's business strategy will
depend in large part on the commercial viability of new pharmaceutical products
being developed by its customers, and the ability of such pharmaceutical
companies to conduct clinical trials, obtain required regulatory approvals and
successfully market such products. There can be no assurance that product
development efforts will be successful, that required regulatory approvals can
be obtained on a timely basis, if at all, that products can be manufactured at
acceptable cost and with appropriate quality or that any products, if approved,
can be successfully marketed.
The Company encounters, and expects to continue to encounter, intense
competition in obtaining contracts for the sale of its products from major
chemical and pharmaceutical companies (including a number of the Company's
customers) that have substantially greater financial resources, technical skills
and marketing experience than the Company. There can be no assurance that the
Company will, in the future, be successful in obtaining customer contracts on
commercially favorable terms, if at all.
The Company is subject to laws and regulations governing the use,
manufacture, storage, handling and disposal of hazardous materials and certain
waste products in both the United States and the United Kingdom. The Company
may, in the future, be required to incur significant costs to comply with
current and future environmental laws and regulations.
The Company's research, development and clinical programs, as well as the
operations of its third-party manufacturers and the marketing operations of its
corporate partners, are subject to extensive regulation by numerous governmental
authorities in the United States, the United Kingdom and other countries. There
can be no assurance that the
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Company will be able to obtain all necessary permits or renew all existing
permits, or that material changes in permit conditions will not be imposed.
A substantial portion of the Company's operations are conducted outside the
United States. As a result of its international operations, the Company is
subject to risks associated with operating in foreign countries, including
devaluations and fluctuations in currency exchange rates, trade barriers,
political risks, hyperinflation and increases of trade or regulatory
restrictions by foreign governments. Because a majority of the Company's current
sales and operating expenses are denominated in Pounds Sterling, the Company's
revenues, cash flows and earnings are directly and materially affected by
fluctuations in the exchange rate between the Pound Sterling and the U.S.
Dollar.
The Company, through SepraChem, has entered into agreements and
transactions with Sepracor Inc. ("Sepracor"), a holder of over 30% of the
Company's common stock. The Company has acquired from Sepracor an exclusive,
royalty-free perpetual right and license to use and practice certain
technologies on a worldwide basis in a defined field. The Company has a contract
to supply Sepracor with a single-isomer active ingredients used in all ICETM
pharmaceuticals. However, in certain circumstances, Sepracor may buy those
active ingredients from other sources or manufacture such products. Furthermore,
Sepracor may terminate certain of its agreements, with the exception of
licensing agreements, with the Company as early as six months following the
date on which its ownership of the voting stock of the Company falls below 20%.
Because of these and other factors, past financial performance should not
be considered an indication of future performance. The Company's quarterly
operating results may vary significantly, depending on factors such as the
timing of substantial orders and new product introductions by the Company or its
competitors. Investors should not use historical trends to anticipate future
results and should be aware that the trading price of the Company's common stock
may be subject to wide fluctuations in response to quarterly variations in
operating results and other factors, including those discussed above.
LIQUIDITY AND CAPITAL RESOURCES
The net cash inflow from operations reflects the overall profitability in the
period since the acquisition of Crossco on March 11, 1996.
There was no significant movement in working capital in the period other than in
receivables which reflected an increase in sales activity since March 11, 1996.
Cash flow from financing activities shows the issuance of common stock to
acquire Crossco and pay off the original funding.
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PART II - OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Pursuant to a Written Consent of Stockholders in Lieu of the 1996 Annual
Meeting of Stockholders, on February 7, 1996 the 15 stockholders of the Company
on such date unanimously approved the Company's 1995 Stock Incentive Plan, 1995
Director Stock Option Plan and 1995 Employee Stock Purchase Plan.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
a. The exhibits listed in the Exhibit index filed as part of this
report are filed as part of or are included in this report.
b. The Company filed no reports on Form 8-K during the quarter for
which this report is filed.
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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.
CHIREX INC.
Date: May 15, 1996 By: /s/ Michael A. Griffith
--------------------------
Michael A. Griffith
Vice President-Finance
Treasurer and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
- - -------------- -----------
10.9 Technology Transfer and License Agreement by and
between SepraChem Inc. and Sepracor Inc., dated as of
January 1, 1995, as amended.
11 Computation of Income per Common Share
27 Financial Data Schedule
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