1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended: JUNE 30, 1998 Commission File No. 0-19193
CAMBRIDGE NEUROSCIENCE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3319074
------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
ONE KENDALL SQUARE, BUILDING 700
CAMBRIDGE, MA 02139
-------------------
(Address of principal executive offices including zip code)
617-225-0600
------------
(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 X No
----- -----
At July 31, 1998, 18,021,341 shares of Common Stock, par value $.001 per share,
were issued and outstanding.
2
CAMBRIDGE NEUROSCIENCE, INC.
INDEX
-----
PAGE
PART I - FINANCIAL INFORMATION NUMBER
- ------------------------------ ------
ITEM 1 - FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets
at June 30, 1998 and December 31, 1997 3
Condensed Consolidated Statements of Operations for the
three and six months ended June 30, 1998 and 1997 4 - 5
Condensed Consolidated Statements of Cash Flows
for the three and six months ended June 30, 1998 and 1997 6
Notes to Condensed Consolidated Financial Statements 7 - 8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8 - 13
PART II - OTHER INFORMATION
- ---------------------------
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
ITEM 5 - OTHER INFORMATION 13
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 15
2
3
CAMBRIDGE NEUROSCIENCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
JUNE 30, DECEMBER 31,
1998 1997
----------- -----------
ASSETS (unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 10,502 $ 12,020
Marketable securities 5,018 26,561
Prepaid expenses and other current assets 1,064 1,575
--------- ---------
TOTAL CURRENT ASSETS 16,584 40,156
Equipment, Furniture and Fixtures, net 561 735
--------- ---------
$ 17,145 $ 40,891
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 2,378 $ 3,668
Research and development advances 2,650 2,900
--------- ---------
TOTAL CURRENT LIABILITIES 5,028 6,568
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01, 10,000
shares authorized; none issued -- --
Common stock, par value $.001, 30,000
shares authorized; 17,967 shares issued
and outstanding at June 30, 1998;
17,858 at December 31, 1997 18 18
Additional paid-in capital 120,021 137,787
Accumulated deficit (107,922) (103,482)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 12,117 34,323
--------- ---------
$ 17,145 $ 40,891
========= =========
The accompanying notes are an integral part of the consolidated
financial statements.
3
4
CAMBRIDGE NEUROSCIENCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
THREE MONTHS ENDED JUNE 30,
----------------------------
1998 1997
--------- ----------
Revenues
Research and development $ 250 $ 1,100
Operating expenses
Research and development 1,585 5,008
General and administrative 426 654
-------- --------
2,011 5,662
-------- --------
Loss from operations (1,761) (4,562)
Interest income 265 655
-------- --------
Net loss $ (1,496) $ (3,907)
======== ========
Basic and diluted net loss per common share $ (0.08) $ (0.22)
======== ========
Number of shares outstanding for purposes of
computing basic and diluted net loss per share 17,924 17,789
======== ========
The accompanying notes are an integral part of the consolidated
financial statements.
4
5
CAMBRIDGE NEUROSCIENCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
SIX MONTHS ENDED JUNE 30,
-------------------------
1998 1997
--------- ----------
Revenues
Research and development $ 551 $ 2,194
Operating expenses
Research and development 3,917 9,547
General and administrative 939 1,388
Restructuring costs 921 --
------- -------
5,777 10,935
------- -------
Loss from operations (5,226) (8,741)
Interest income 786 1,184
------- -------
Net loss $(4,440) $(7,557)
======= =======
Basic and diluted net loss per common share $ (0.25) $ (0.44)
======= =======
Number of shares outstanding for purposes of
computing basic and diluted net loss per share 17,907 17,206
======= =======
The accompanying notes are an integral part of the consolidated
financial statements.
5
6
CAMBRIDGE NEUROSCIENCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
SIX MONTHS ENDED JUNE 30,
-------------------------
1998 1997
-------- --------
OPERATING ACTIVITIES
Net loss $ (4,440) $ (7,557)
Expenses not requiring cash:
Depreciation and amortization 185 444
Common stock issued pursuant to an
employee benefit plan 103 121
-------- --------
(4,152) (6,992)
Changes in current assets and liabilities:
Prepaid expenses and other current assets 511 (123)
Accounts payable and accrued expenses (1,290) 160
Research and development advances (250) (1,943)
-------- --------
(1,029) (1,906)
-------- --------
Cash used for operating activities (5,181) (8,898)
INVESTING ACTIVITIES
Purchase of marketable securities (8,996) (11,575)
Sale of marketable securities 30,539 --
Purchase of equipment, furniture and
fixtures, net of disposals (11) (95)
-------- --------
Cash provided by (used for) investing activities 21,532 (11,670)
FINANCING ACTIVITIES
Sales of common stock, net of offering
costs and repurchases 38 28,236
Dividend (17,907) --
-------- --------
Cash (used for) provided by financing activities (17,869) 28,236
-------- --------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (1,518) 7,668
Cash and cash equivalents at beginning of period 12,020 26,664
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 10,502 $ 34,332
======== ========
The accompanying notes are an integral part of the consolidated
financial statements.
6
7
CAMBRIDGE NEUROSCIENCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Cambridge NeuroScience, Inc. (the "Company") as of June 30, 1998 and for the
three and six month periods ended June 30, 1998 and 1997 have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q. 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, the accompanying consolidated financial statements include all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of the financial condition, results of operations and cash flows
for the periods presented. The results of operations for the interim period
ended June 30, 1998 are not necessarily indicative of the results expected for
the full fiscal year.
The consolidated financial statements presented as of December 31, 1997 are
derived from the audited financial statements and footnotes included in the
Company's Annual Report on Form 10-K (file number 0-19193).
The Company is engaged in the development of proprietary pharmaceuticals to
prevent, reduce or reverse damage caused by severe disorders and injuries of the
nervous system.
2. BASIC AND DILUTED NET LOSS PER COMMON SHARE
Net loss per common share is based on the weighted-average number of common
shares outstanding during each of the periods. Common equivalent shares from
stock options are excluded as their effect is antidilutive.
3. RESEARCH AND DEVELOPMENT REVENUE
The Company recognizes research and development revenue as earned and such
revenue represents reimbursement of the Company's expenditures pursuant to the
terms of two collaboration agreements. In November 1996, the Company entered
into a collaboration agreement with Allergan, Inc. ("Allergan") for the
development of treatments for ophthalmic disorders, including glaucoma. Pursuant
to this agreement, Allergan provides $1.0 million in research funding per year
through November 1999. Revenue pursuant to this agreement is recognized as
payments are received, on a quarterly basis.
Pursuant to the Company's agreement with Boehringer Ingelheim
International, GmbH ("BI"), the Company is obligated to fund approximately 25%
of the development expenses for CERESTAT (aptiganel) in the United States and
Europe. Revenue earned pursuant to this agreement represents reimbursement by BI
of expenditures by the Company in excess of the 25% required under the
agreement. The Company accounts for research and development revenue from BI
using the percentage of completion method, based on the relationship between
estimated costs incurred to date compared with total estimated costs for the
year. Total estimated costs for the year are reviewed quarterly and revenue
earned in the current period is adjusted for the impact of revisions to the
estimated reimbursable costs.
7
8
CAMBRIDGE NEUROSCIENCE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
As a result, revenue earned by the Company may fluctuate on a quarterly basis.
Cash received in advance of research and development performed is designated as
research and development advances.
On July 13, 1998, the Company announced the termination of the
collaboration with BI. The companies are in the process of negotiating the terms
and conditions of the termination of the collaboration, including the financial
terms associated with the Company's future use of the data generated by the two
companies during the course of the collaboration and the repayment by the
Company of excess advances received. Pending the completion of the termination
agreement, the Company has not, and may not, recognize any revenue pursuant to
this collaboration in 1998.
4. RESTRUCTURING COSTS
On March 9, 1998, the Company announced the implementation of a cost
reduction plan which included a reduction in headcount from approximately 60 to
30 employees. Included in operating expenses in the six months ended June 30,
1998 is a one-time cost of $921,000 associated with this reduction in staff,
consisting primarily of severance and related benefits. Included in accounts
payable and accrued expenses at June 30, 1998 is an accrual for unpaid severance
and related benefits of $395,000.
5. ADOPTION OF NEW ACCOUNTING PRINCIPLE
In June 1997, the Financial Accounting Standards Board issued Statement No.
130, Reporting Comprehensive Income ("FAS 130"), which establishes standards for
the reporting and display of comprehensive income and its components. On January
1, 1998, the Company adopted FAS 130. The adoption of FAS 130 had no impact on
the Company's financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998 AND 1997
Revenues
Research and development revenues in the three months ended June 30, 1998
were $250,000, compared to $1.1 million in the same period in 1997. Revenues in
the second quarter of 1997 included $850,000 earned pursuant to the
collaboration agreement with BI for the development of aptiganel. Revenue
pursuant to the BI agreement represents reimbursement of the excess of the
Company's expenditures over its funding obligation under the agreement (see Note
3 to the Condensed Consolidated Financial Statements). In the second half of
1997, the Company and BI discontinued enrollment into the Phase III clinical
trials of aptiganel in both stroke and traumatic brain injury. Substantially all
of the remaining costs associated with the completion of these trials were
recognized in 1997. On July 13, 1998, the Company announced the termination of
the collaboration with BI and that the two parties are in the process of
negotiating the terms and conditions of the termination of the collaboration.
The Company
8
9
CAMBRIDGE NEUROSCIENCE, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
has not, and may not, recognize revenue pursuant to this collaboration in 1998.
Upon completion of the termination agreement, the Company may recognize an
adjustment which is expected to reduce the accrual for research and development
advances to be repaid to BI (see "-- Liquidity and Capital Resources"). At
this time, the Company is not able to reasonably estimate the amount of this
adjustment.
Revenue of $250,000 earned in the second quarter of 1998 pursuant to the
agreement with Allergan (see Note 3 to the Condensed Consolidated Financial
Statements) was comparable to that earned in the same period in 1997.
Operating Expenses
Total operating expenses for the quarter ended June 30, 1998 were $2.0
million, compared to $5.7 million in the same period in 1997, a decrease of $3.7
million, or 65%. Research and development expenses decreased by $3.4 million, or
68%, to $1.6 million in the three months ended June 30, 1998, compared to $5.0
million in the same period in 1997. This was due to the discontinuation of the
Phase III clinical trial of aptiganel in traumatic brain injury ("TBI") in the
second half of 1997, as well as the decrease in costs as a result of the
reduction in workforce in March 1998 (see Note 4 to the Condensed Consolidated
Financial Statements). General and administrative expenses decreased by
$228,000, or 35%, to $426,000 in the quarter ended June 30, 1998, compared to
$654,000 in the same period in 1997, reflecting the reduction in workforce which
occurred in March 1998.
Interest Income
Interest income for the second quarter of 1998 was $265,000, compared to
$655,000 in the same period in 1997. This decrease was due to lower cash
balances available for investment in the second quarter of 1998, following the
payment of a dividend of $17.9 million in April 1998.
Net Loss Per Share
The net loss per share for the second quarter of 1998 was ($0.08), compared
to ($0.22) in the same period in 1997. This decrease in net loss per share,
compared to 1997, reflects the decrease in operating costs, offset in part by
the absence of revenue pursuant to the BI agreement.
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
Revenues
In the six months ended June 30, 1998, the Company had research and
development revenues of $551,000, compared to $2.2 million in the same period in
1997, a decrease of $1.6 million, or 75%. Revenues in the first half of 1998
consisted of $50,000 earned pursuant to a Small Business Innovation Research
grant which commenced in the third quarter of 1997 and $500,000 earned pursuant
to the collaboration agreement with Allergan. Revenues in the same period in
1997 included $500,000 earned pursuant to the Allergan collaboration and $1.7
million earned pursuant to the collaboration agreement
9
10
CAMBRIDGE NEUROSCIENCE, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
with BI. As noted above, on July 13, 1998, the Company announced the termination
of the collaboration with BI. The Company has not, and may not, recognize
revenue pursuant to this collaboration in 1998. Upon the completion of the
termination agreement, the Company may recognize an adjustment which is expected
to reduce the accrual for research and development advances to be repaid to BI
(see "-- Liquidity and Capital Resources"). At this time, the Company is not
able to reasonably estimate the amount of this adjustment.
Operating Expenses
In the first half of 1998, the Company had total operating expenses of $5.8
million, compared to $10.9 million in the first half of 1997, a decrease of $5.1
million, or 47%. Research and development expenses decreased by $5.6 million, or
59%, to $3.9 million in the first six months of 1998, compared to $9.5 million
in the same period in 1997, due primarily to the termination of the Phase III
clinical trial of aptiganel in TBI in the second half of 1997 as well as to the
reduction in workforce in March 1998.
General and administrative expenses decreased by $449,000, or 32%, to
$939,000 in the first half of 1998, compared to $1.4 million in the same period
in 1997. This decrease reflects the reduction in salaries and benefits and
related costs associated with the reduction in workforce in March 1998.
Operating expenses for the six months ended June 30, 1998 included Restructuring
costs of $921,000, consisting primarily of severance and related benefits
associated with this reduction in staff (see Note 4 to the Condensed
Consolidated Financial Statements).
Interest Income
Interest income decreased by $398,000, or 34%, to $786,000 in the first
half of 1998, compared to $1.2 million in the same period in 1997. This decrease
was a result of the decrease in cash available for investment in 1998 following
the payment of a dividend totaling $17.9 million in April 1998.
Net Loss Per Share
In the first half of 1998, the Company had a net loss per share of ($0.25),
compared to a net loss per share of ($0.44) in the same period in 1997. This
decrease in net loss per share is the result of the 47% decrease in operating
expenses, primarily as a result of the discontinuation of the Phase III trials
of aptiganel, offset in part by the absence of revenue earned pursuant to the BI
agreement in 1998 as well as a decrease in interest income.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1998, the Company had cash and cash equivalents and marketable
securities of $15.5 million, compared to cash and cash equivalents and
marketable securities of $38.6 million at December 31, 1997. In the first six
months of 1998, the Company used $5.2 million for operating activities. On April
14, 1998, the Company paid a dividend in the amount of $1.00 per share, totaling
$17.9 million.
10
11
CAMBRIDGE NEUROSCIENCE, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
On March 9, 1998, the Company implemented a cost reduction plan which
included a reduction in headcount from approximately 60 to 30 employees. The
cost of $921,000 associated with this reduction in staff, consisting primarily
of severance and related benefits, was recognized as restructuring costs in the
first quarter of 1998. In an effort to reduce facilities-related costs, in June
1998 the Company entered into an agreement to sub-lease approximately half of
its office and laboratory facilities. The Company is continuing to evaluate
alternatives for maximizing shareholder value, which may include the sale of
some or all of the Company's technology and other assets. Effective May 6, 1998,
Harry W. Wilcox, III, the former Senior Vice President of Business Development
and Chief Financial Officer, was appointed President and Chief Executive Officer
of the Company. Mr. Wilcox also joined the Company's Board of Directors at that
time. Elkan R. Gamzu, the former President and Chief Executive Officer, is now
serving as a consultant to the Company in the areas of clinical trial data
analysis and strategy relating to the potential future development of aptiganel.
Pursuant to the collaboration agreement with BI for the development of
aptiganel, the Company has been obligated to pay 25% of the development costs
incurred in the United States and Europe. BI has been obligated to pay the
remaining 75% of such costs and all of the development costs in Japan. Any costs
incurred in excess of one party's contractual obligation will be reimbursed by
the other party. The cash reimbursement and revenue earned pursuant to this
agreement are therefore subject to each party's relative expenditures and may
fluctuate in each fiscal period. (See Note 3 to the Condensed Consolidated
Financial Statements). In the second half of 1997, the Company and BI
discontinued enrollment of patients into the clinical trials of aptiganel in
both stroke and TBI. Substantially all of the costs associated with the
completion of the trials and analysis of the data were recognized by the Company
in 1997. The Company has not, and may not, recognize revenue pursuant to this
collaboration in 1998. The agreement provided that BI would advance cash to the
Company in the event that the Company's expenditures were expected to exceed its
contractual obligation. On an annual basis, actual spending is reconciled with
the budget and may result in the Company's repayment to BI of any excess
advances. No advances were received from BI in 1997 or in the first six months
of 1998.
On July 13, 1998, the Company announced the termination of the
collaboration with BI for the development of aptiganel. Cambridge NeuroScience
and BI are in the process of negotiating the specific terms and conditions of
the termination of the collaboration, including the financial terms associated
with the Company's future use of the data generated by the two companies during
the course of the collaboration and the repayment by the Company of amounts due
BI. Included in Total Current Liabilities as of June 30, 1998 are research and
development advances relating to the BI collaboration of $2.7 million. Upon
completion of the termination agreement, the Company may recognize an adjustment
which is expected to reduce the accrual for research and development advances to
be repaid to BI. At this time, the Company cannot reasonably estimate the amount
of this adjustment.
Pursuant to the agreement signed in November 1996 with Allergan, the
Company may receive up to $3.0 million in research and development funding
through 1999. At June 30, 1998, the Company had received $1.7 million pursuant
to this funding arrangement, of which $500,000 was recognized as revenue in the
first half of 1998. Under this agreement, Allergan is responsible for the
development of
11
12
CAMBRIDGE NEUROSCIENCE, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
potential products and will bear all associated costs. The collaboration also
provides that the Company may receive up to an additional $18.5 million upon the
achievement of certain milestones. However, there can be no assurance as to when
or if these milestones will be achieved. Allergan may terminate the agreement at
any time upon six months prior written notice.
In December 1996, the Company formed a subsidiary, Cambridge NeuroScience
Partners, Inc. ("CNPI"), to pursue the development of treatments for Alzheimer's
disease and other neurological disorders. CNPI entered into a collaboration
agreement with the J. David Gladstone Institutes ("Gladstone"). Pursuant to this
collaboration, Gladstone is conducting a research program over a three year
period, for which CNPI is providing at least $1.25 million in funding per year.
The Company owns 80% of the outstanding stock of CNPI and has guaranteed CNPI's
obligations with respect to its collaboration with Gladstone.
The Company believes that cash and cash equivalents and investments in
marketable securities available at June 30, 1998 will be sufficient to maintain
operations through 1999. Based on its evaluation of the data from the clinical
trials, the Company may pursue development of aptiganel through a new
collaboration. There can be no assurance, however, that any such further
development will be undertaken or that the Company will be successful in
entering into a new collaboration for such further development. In addition, the
Company intends to focus resources on the Allergan/ion-channel blocker research
program and the advancement of the Glial Growth Factor 2 program. The reduction
in headcount that took place in March and the dividend payment in April will
result in fewer resources being devoted to the Company's other research and
development programs. Insufficient funds may require the Company to delay, scale
back or eliminate certain of its research and product development programs or to
license third parties to commercialize products or technologies that the Company
might otherwise undertake itself.
The Company does not believe that inflation has had a material impact on
its results of operations.
As of June 29, 1998, the closing bid price of the common stock of the
Company had remained below $1.00 per share for more than thirty consecutive
days. As a result, the Company received notice from the Nasdaq Stock Market,
Inc. ("Nasdaq") that the Company was not in compliance with the closing bid
price requirements for the continued listing of the Company's common stock on
Nasdaq and that such common stock would be delisted as of October 1, 1998 if the
closing bid price of this issue is not equal to or greater than $1.00 per share
for a period of ten consecutive trading days during the ninety-day period
between June 29, 1998 and September 29, 1998. As of August 6, 1998, the Company
had not satisfied this closing bid price requirement. In the event that the
Company is unable to achieve compliance, it intends to seek further procedural
remedies to delay or avoid the delisting of its common stock.
The discussion contained in this section as well as elsewhere in this
Quarterly Report on Form 10-Q may contain forward-looking statements based on
the current expectations of the Company's management. The Company cautions
readers that there can be no assurance that the actual results or business
conditions will not differ materially from those projected or suggested in the
forward-looking
12
13
CAMBRIDGE NEUROSCIENCE, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, CONTINUED
statements as a result of various factors, including, but not limited to, the
following: uncertainties relating to the completion of clinical trials of the
Company's product candidates, particularly with respect to aptiganel;
uncertainties as to the Company's ability to continue operations and
achieve profitability; the early stage of development of many of the Company's
product candidates; the Company's reliance on current and prospective
collaborative partners to supply funds for research and development and to
commercialize its products; technical risks associated with the development of
new products; and the competitive environment of the biotechnology industry.
Readers are cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof. The Company undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements which may be made to reflect events or circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.
PART II - OTHER INFORMATION
- ---------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Company's Annual Meeting of stockholders held on Wednesday, June 24,
1998, the following individuals were elected directors of the Company:
Votes
-----------------------------------------------------------------------
Nominees For Against Abstentions Broker Non-Votes
-------- --- ------- ----------- ----------------
Nancy S. Amer 15,167,462 96,993 0 2,046,173
Burkhard Blank 15,094,181 170,274 0 2,046,173
Ira A. Jackson 14,030,879 1,233,576 0 2,046,173
Joseph B. Martin 14,879,950 384,505 0 2,046,173
Paul C. O'Brien 14,871,166 393,289 0 2,046,173
Harry W. Wilcox, III 15,107,864 156,591 0 2,046,173
ITEM 5. OTHER INFORMATION
If any stockholder of the Company intends to present a proposal at the 1999
annual meeting of stockholders and desires it to be considered for inclusion in
the Company's proxy statement and form of proxy for that meeting, such proposal
must be received by the Company at One Kendall Square, Building 700, Cambridge,
MA 02139, Attention: Harry W. Wilcox, III, no later than January 26, 1999.
Stockholders who do not wish to include their proposals in such proxy statement
and form of proxy, but who wish to present their proposals at the Company's 1999
annual meeting of stockholders must notify Mr. Wilcox in writing at the
aforementioned Company address no later than April 11, 1999 in order for their
proposals to be considered timely for purposes of Rule 14a-4 under the
Securities Exchange Act, as amended.
13
14
CAMBRIDGE NEUROSCIENCE, INC.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.26 Letter agreement, dated May 26, 1998, between the Company and
Elkan R. Gamzu, Ph.D. Filed herewith.
10.27 Sub-Lease agreement, dated June 12, 1998, between the Company and
Millenium Pharmaceuticals, Inc. (the "Sub-Lease Agreement").
Filed herewith. The Sub-Lease Agreement relates to a certain
Lease agreement regarding property located at One Kendall Square,
Cambridge, Massachusetts, dated as of July 16, 1992, between the
Trustees of Old Kendall Realty Trust and the Company (previously
filed as Exhibit 10.13 to, and incorporated herein by reference
from, the Company's Annual Report on Form 10-K for the period
ended December 31, 1992, as filed with the Securities and
Exchange Commission (the "Commission") on March 28, 1993 (File
No.: 000-19193)), as amended by a First Amendment, dated
September 22, 1992 (previously filed as Exhibit 10.13 to, and
incorporated herein by reference from, the Company's Annual
Report on Form 10-K for the period ended December 31, 1992 as
filed with the Commission on March 28, 1993 (File No.:
000-19193)), as amended by a Second Amendment, dated September 22,
1993 (previously filed as Exhibit 10.13 to, and incorporated
herein by reference from, the Company's Annual Report on Form
10-K for the period ended December 31, 1993, as filed with the
Commission on February 14, 1994 (file No.: 000-19193)), as
amended by a Third Amendment, dated March 11, 1996 (previously
filed as Exhibit 10.13 to, and incorporated herein by reference
from, the Company's Annual Report on Form 10-K for the period
ended December 31, 1996, as filed with the Commission on March 24,
1997, (File No.: 000-10193)), as amended by a Fourth Amendment,
dated June 17, 1997 (previously filed as Exhibit 10.13 to, and
incorporated herein by reference from, the Company's Annual
Report on Form 10-K for the period ended December 31, 1997, as
filed with the Commission on March 30, 1998 (File No.: 000-19193)).
27.1 Financial Data Schedule for the interim year-to-date period ended
June 30, 1998 (for electronic filing only).
(b) Reports on Form 8-K
July 13, 1998: News release announcing that the collaboration between
the Company and Boehringer Ingelheim International, GmbH, for the
development of CERESTAT (aptiganel) will end.
14
15
CAMBRIDGE NEUROSCIENCE, INC.
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.
CAMBRIDGE NEUROSCIENCE, INC.
Date August 6, 1998 /s/ Harry W. Wilcox, III
------------------------------- -------------------------------------
Harry W. Wilcox, III
President and Chief Executive Officer
(Principal Executive Officer;
Acting Principal Financial Officer)
Date August 6, 1998 /s/ Glenn A. Shane
------------------------------- -------------------------------------
Glenn A. Shane
(Principal Accounting Officer)
15
16
CAMBRIDGE NEUROSCIENCE, INC.
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
10.26 Letter agreement, dated May 26, 1998, between the Company and
Elkan R. Gamzu, Ph.D. Filed herewith.
10.27 Sub-Lease agreement, dated June 12, 1998, between the Company and
Millenium Pharmaceuticals, Inc. (the "Sub-Lease Agreement").
Filed herewith. The Sub-Lease Agreement relates to a certain
Lease agreement regarding property located at One Kendall Square,
Cambridge, Massachusetts, dated as of July 16, 1992, between the
Trustees of Old Kendall Realty Trust and the Company (previously
filed as Exhibit 10.13 to, and incorporated herein by reference
from, the Company's Annual Report on Form 10-K for the period
ended December 31, 1992, as filed with the Securities and
Exchange Commission (the "Commission") on March 28, 1993 (File
No.: 000-19193)), as amended by a First Amendment, dated
September 22, 1992 (previously filed as Exhibit 10.13 to, and
incorporated herein by reference from, the Company's Annual
Report on Form 10-K for the period ended December 31, 1992 as
filed with the Commission on March 28, 1993 (File No.:
000-19193)), as amended by a Second Amendment, dated September
22, 1993 (previously filed as Exhibit 10.13 to, and incorporated
herein by reference from, the Company's Annual Report on Form
10-K for the period ended December 31, 1993, as filed with the
Commission on February 14, 1994 (file No.: 000-19193)), as
amended by a Third Amendment, dated March 11, 1996 (previously
filed as Exhibit 10.13 to, and incorporated herein by reference
from, the Company's Annual Report on Form 10-K for the period
ended December 31, 1996, as filed with the Commission on March
24, 1997, (File No.: 000-10193)), as amended by a Fourth
Amendment, dated June 17, 1997 (previously filed as Exhibit 10.13
to, and incorporated herein by reference from, the Company's
Annual Report on Form 10-K for the period ended December 31,
1997, as filed with the Commission on March 30, 1998 (File No.:
000-19193)).
27.1 Financial Data Schedule for the interim year-to-date period ended
June 30, 1998 (for electronic filing only).
16