SECURITIES AND EXCHANGE COMMISSION Washington, DC Form 10-Q (Mark One) X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange - --- Act of 1934 For the quarterly period ended March 31, 2001 -------------- or Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange - --- Act of 1934 For the transition period from _____________ to ________________ Commission File Number: 0-28748 --------- CLOSURE MEDICAL CORPORATION ---------------------------------------- (Exact name of registrant as specified in its charter) Delaware 56-1959623 ------------------- ------------------- (State or other (I.R.S. Employer jurisdiction Identification No.) of incorporation or organization) 5250 Greens Dairy Road, Raleigh, North Carolina 27616 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) (919) 876-7800 -------------------------------------------- (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 --- --- 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 May 11, 2001 ----- --------------------------- Common Stock, par value $0.01 per share 13,447,410 CLOSURE MEDICAL CORPORATION INDEX Page Number ----------- PART I: FINANCIAL INFORMATION Item 1. Condensed Financial Statements Balance Sheets as of March 31, 2001 (unaudited) and December 31, 2000...............................3 Statements of Operations (unaudited) for the three months ended March 31, 2001 and 2000.....................................................................................4 Statements of Cash Flows (unaudited) for the three months ended March 31, 2001 and 2000.....................................................................................5 Notes to Condensed Financial Statements (unaudited).................................................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................................................................8 Item 3. Quantitative and Qualitative Disclosure about Market Risk......................................12 PART II: OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K...............................................................13 2 PART I- FINANCIAL INFORMATION ITEM 1. CONDENSED FINANCIAL STATEMENTS CLOSURE MEDICAL CORPORATION BALANCE SHEETS (In thousands, except per share data) MARCH 31, DECEMBER 31, 2001 2000 ---- ---- (unaudited) Assets Cash and cash equivalents $ 238 $ 1,382 Short-term investments 7,664 7,544 Restricted investments 2,395 2,906 Accounts receivable 2,074 1,322 Inventories 565 596 Prepaid expenses 221 308 ----------- ----------- Total current assets 13,157 14,058 Furniture, fixtures and equipment, net 6,449 6,598 Intangible assets, net 1,616 1,483 ----------- ----------- Total assets $ 21,222 $ 22,139 =========== =========== Liabilities and Stockholders' Equity Accounts payable $ 1,229 $ 1,160 Accrued expenses 662 1,525 Deferred revenue 935 1,102 Capital lease obligations 334 322 Short-term debt 1,336 1,487 ----------- ----------- Total current liabilities 4,496 5,596 Deferred revenue 2,124 2,304 Capital lease obligations less current portion 244 332 ----------- ----------- Total liabilities 6,864 8,232 ----------- ----------- Commitments and Contingencies - - Preferred Stock, $.01 par value. Authorized 2,000 shares; none issued or outstanding. - - Common Stock, $.01 par value. Authorized 35,000 shares; 13,446 and 13,428 shares issued and outstanding, respectively 135 134 Additional paid-in capital 47,897 47,716 Accumulated deficit (33,674) (33,943) ----------- ----------- Total stockholders' equity 14,358 13,907 ----------- ----------- Total liabilities and stockholders' equity $ 21,222 $ 22,139 =========== =========== The accompanying notes are an integral part of these condensed financial statements. 3 CLOSURE MEDICAL CORPORATION STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) THREE MONTHS ENDED MARCH 31, MARCH 31, 2001 2000* ---- ----- Product sales $ 3,738 $ 2,666 License and product development revenues 179 156 ----------- ----------- Total revenues 3,917 2,822 Cost of products sold 1,167 816 ----------- ----------- Gross profit 2,750 2,006 ----------- ----------- Research, development and regulatory affairs expenses 1,280 1,466 General and administrative expenses 1,330 1,124 ----------- ----------- Total operating expenses 2,610 2,590 ----------- ----------- Income (loss) from operations 140 (584) Interest expense (46) (58) Investment and interest income 175 180 ----------- ----------- Income (loss) before cumulative effect of accounting change 269 (462) Cumulative effect of accounting change - (2,656) ----------- ----------- Net income (loss) $ 269 $ (3,118) =========== =========== Shares used in computation of net income (loss) per common share: Basic 13,441 13,353 =========== =========== Diluted 13,710 13,353 =========== =========== Net income (loss) per common share- basic and diluted $ 0.02 $ (0.23) =========== =========== *As amended, see the Company's Annual Report on Form 10-K for the year ended December 31, 2000. The accompanying notes are an integral part of these condensed financial statements. 4 CLOSURE MEDICAL CORPORATION STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) THREE MONTHS ENDED MARCH 31, MARCH 31, 2001 2000 ---- ---- Cash flows from operating activities: Net income (loss) $ 269 $ (3,118) Adjustments to reconcile net income (loss) to net cash used by operating activities: Cumulative effect of accounting change - 2,656 Depreciation and amortization expense 251 225 Amortization of deferred compensation on stock options - 73 Loss on disposals of fixed assets - 12 Change in accounts receivable (752) (224) Change in inventories 31 (145) Change in prepaid expenses 87 92 Change in accounts payable and accrued expenses (794) (144) Change in deferred revenue (347) (378) ----------- ----------- Net cash used by operating activities (1,255) (951) ----------- ----------- Cash flows from investing activities: Purchases of furniture, fixtures and equipment (97) (52) Investment in intangible assets (138) (83) Purchases of investments (1,135) (1,937) Proceeds from the sale of investments 1,526 2,743 ----------- ----------- Net cash provided by investing activities 156 671 ----------- ----------- Cash flows from financing activities: Repayment of debt (151) (164) Net proceeds from sale of common stock 182 175 Payments under capital lease obligations (76) (66) ----------- ----------- Net cash used by financing activities (45) (55) ----------- ----------- Decrease in cash and cash equivalents (1,144) (335) Cash and cash equivalents at beginning of period 1,382 508 ----------- ----------- Cash and cash equivalents at end of period $ 238 $ 173 =========== =========== The accompanying notes are an integral part of these condensed financial statements. 5 CLOSURE MEDICAL CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. Organization Closure Medical Corporation (the "Company" or "Closure") develops, manufactures and commercializes medical tissue adhesive products based on its proprietary cyanoacrylate technology to be used for human and veterinary wound closure. From May 10, 1990 to February 29, 1996, the business of the Company was conducted by its predecessor, Tri-Point Medical L.P. The Company was incorporated in Delaware on February 20, 1996. 2. Significant Accounting Policies The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. These unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X, and in management's opinion, all adjustments of a normal recurring nature necessary for a fair presentation have been included. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2000 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. The results of operations for the three month period ended March 31, 2001 are not necessarily indicative of the results to be expected for the full year ending December 31, 2001. Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), was issued in June 1998. SFAS 133, as amended by SFAS 137, is effective for financial statements for fiscal years beginning after June 15, 2000. The Company adopted SFAS 133 on January 1, 2001 and the adoption did not have a material impact on the results of operations or financial position of the Company. In fiscal 2000, the Company adopted SEC Staff Accounting Bulletin No. 101 ("SAB 101"). The effect of applying this change in accounting principle was a cumulative charge of $2,656,000, or ($0.20) per share, in the first quarter ended March 31, 2000. This cumulative change in accounting principle reflected the reversal of license fees and milestone payments that had been recognized in prior years. Under the new accounting method applied retroactively to January 1, 2000, these payments are recorded as deferred revenue to be recognized over the remaining term of the related agreement. 3. Taxes No provision for income taxes was required during the quarter ended March 31, 2001 due to the utilization of available net operating loss carryforwards generated in prior periods. Remaining deferred tax assets related to accumulated net operating loss carryforwards have been offset by a valuation allowance because their realization cannot be reasonably assured. 6 CLOSURE MEDICAL CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 4. Inventories Inventories included the following (in thousands): March 31, December 31, 2001 2000 ---- ---- Packaging $ 209 $ 195 Raw materials 47 46 Work-in-process 222 301 Finished goods 87 54 ------ ------ $ 565 $ 596 ====== ====== 5. Net Income (Loss) Per Share Basic net income (loss) per common share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed using the weighted average number of shares of common and common equivalent shares outstanding during the period. Common equivalent shares consist of stock options using the treasury stock method and are excluded from the computation if their effect is antidilutive. 7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION ACT OF 1995 The following discussion should be read in conjunction with the unaudited, condensed financial statements and notes thereto included in Part I--Item 1 of this Form 10-Q and the audited financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. This report and the documents incorporated by reference herein contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this report and the documents incorporated herein by reference, the words "anticipate," "believe," "estimate," and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements include, among others, the statements in Management's Discussion and Analysis about the following: o the Company's expectations with respect to increases in operating expenses; o expectations with respect to increases in research and development and general and administrative expenses in order to develop new products, manufacture commercial quantities of products and fund additional clinical trials; o expectations with respect to the development, manufacturing and approval of new products; o expectations with respect to incurring additional capital expenditures to expand its manufacturing capabilities; o expectations with respect to generating revenue or maintaining profitability; o the Company's ability to enter into additional marketing agreements and the ability of its existing marketing partners to successfully commercialize products incorporating the Company's technologies; o the sufficiency of the Company's existing cash, cash equivalents and investments to finance its capital requirements for at least 212 months; and o expectations with respect to future capital requirements. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including, but not limited to, the following: o a decline in the level of demand for the Company's products; o developments by competitors; o the Company's inability to obtain regulatory clearances; o general economic conditions and specifically, conditions in the health care industry; o the Company's ability to protect its proprietary products, know-how and manufacturing processes; o the Company's inability to obtain adequate supply of raw materials; 8 o the failure to enter into definitive marketing agreements; o unanticipated cash requirements to support current operations or research and development; and o the Company's ability to attract and retain key personnel. These and other risks and uncertainties affecting the Company are discussed in greater detail in this report and in other filings by the Company with the Securities and Exchange Commission. Overview Since its inception in May 1990, the Company has been developing, manufacturing and commercializing medical tissue adhesive products for use in wound closure in humans and animals. The Company's products are based on its proprietary cyanoacrylate technology, and a substantial portion of the Company's historical expenses have consisted of research and development and clinical trial expenses. Through September 25, 1996, the effective date of the Company's initial public offering, the Company had funded its operations with cash borrowed from Sharpoint Development Corporation ("Sharpoint"), sales of Octyldent(R) and Nexaband(R) products, and license and product development revenues from marketing partners. On September 30, 1996, the Company completed its initial public offering, issuing 2,550,000 shares of Common Stock and generating net proceeds of approximately $17.9 million. On April 2, 1997, the Company completed a follow-on public offering, issuing 1,025,000 shares of Common Stock and generating net proceeds of approximately $12.0 million. The Company has also funded its operations through sales of DERMABOND(R) Topical Skin Adhesive after the product received its CE Mark and U.S. Food and Drug Administration ("FDA") approval in August 1997 and August 1998, respectively. Prior to 2001, the Company had been unprofitable since its inception and had incurred net losses in each year, including a net loss of approximately $3.6 million for the year ended December 31, 2000. The Company anticipates that its recurring operating expenses will increase for the next several years, as it expects its research and development and general and administrative expenses to increase in order to develop new products, manufacture commercial quantities of products and fund additional clinical trials. The Company also expects to incur additional capital expenditures to expand its manufacturing capabilities. The Company's ability to generate significant revenue and maintain profitability will depend on its success in commercializing DERMABOND(R) adhesive, commercializing its line of over-the counter (OTC) products including SOOTHE-N-SEAL(TM) canker sore relief and LIQUIDERM(TM) liquid adhesive bandage, expanding its manufacturing capabilities, obtaining regulatory approvals or clearances for its products, developing and marketing new products, entering into additional marketing agreements where appropriate and the ability of its marketing partners to successfully commercialize products incorporating the Company's technologies. The Company may never generate significant revenue or become profitable on a sustained basis, if at all. In August 1998, the Company was granted approval from the FDA of its premarket approval application to market DERMABOND(R) adhesive in the United States. DERMABOND(R) adhesive, which is used to replace sutures, staples and adhesive strips for closing certain topical incisions and lacerations, is the first such product to be approved by the FDA for the U.S. market. In March 1996, Closure licensed exclusive worldwide marketing and distribution rights for DERMABOND(R) adhesive to Ethicon, Inc. ("Ethicon"), a subsidiary of Johnson & Johnson. In August 1997, Closure received CE Mark approval allowing the Company to ship DERMABOND(R) adhesive to Ethicon to support its launch in European Union countries. DERMABOND(R) adhesive is currently marketed by Ethicon in the U.S. and approximately 35 countries outside the U.S., including Japan. In July 1999, the Company was awarded its first United States Patent related to DERMABOND(R) adhesive. The invention covered in this patent capitalizes on the ability of the Company's adhesive technology to be manipulated in a manner that enhances product performance by controlling the setting time and extending 9 the shelf-life of the material. The award of the patent increases royalty revenue on sales of DERMABOND(R) adhesive in the United States under the supply and distribution agreement with Ethicon. In 1999, the Company was granted FDA clearance to market SOOTHE-N-SEAL(TM) adhesive, which is the first cyanoacrylate adhesive approved by the FDA for the OTC consumer market. In a 155-patient multi-center clinical trial, SOOTHE-N-SEAL(TM) adhesive was found to provide immediate and long-term pain relief associated with oral ulcers as well as providing a protective barrier that shields the ulcer from irritation due to eating and drinking. SOOTHE-N-SEAL(TM) adhesive utilizes the same proprietary technology as the Company's professional product, DERMABOND(R) adhesive. In December 2000, the Company entered into an agreement providing Colgate Oral Pharmaceuticals, Inc. ("Colgate") with exclusive worldwide supply, distribution and development rights to the Company's SOOTHE-N-SEAL(TM) adhesive technology. During first quarter 2001, Colgate began the launch of SOOTHE-N-SEAL(TM) adhesive to both professionals and consumers. In January 2001, the Company received FDA clearance to market LIQUIDERM(TM) adhesive, which is the first and only cyanoacrylate medical device approved by the FDA for the OTC adhesive bandage market. The approval is based in part on the findings of a multi-center, 162-patient clinical trial which demonstrated the effectiveness of Closure's proprietary nonabsorbable formulation as compared to traditional adhesive bandages when applied to minor cuts and abrasions. In the clinical trial it was found that LIQUIDERM(TM) adhesive speeds wound healing, provides a superior barrier to bacteria that cause infections versus traditional adhesive bandages, stops bleeding and can help to reduce the pain associated with minor cuts and abrasions. The Company is currently in negotiations with a potential marketing partner and expects to sign an agreement by mid-year 2001 for the supply, distribution and development rights to LIQUIDERM(TM) adhesive. The negotiations include rights to its LIQUIDERM(TM) adhesive and its overall OTC wound care platform, including distribution rights to all present and future products, except for SOOTHE-N-SEAL(TM) adhesive. In February 2001, the Company entered into a Cooperative Research and Development Agreement ("CRADA") with Walter Reed Army Medical Center ("WRAMC") and the Uniformed Services University of the Health Sciences to conduct animal research related to the development of a novel, minimally invasive treatment for emphysema ("Endobronchial LVR"). Currently, surgeons perform lung volume reduction surgery ("LVRS") through open chest surgery which involves removing the diseased lung and allowing healthier lung tissue to expand into the vacated space. The Company is developing a unique and proprietary medical adhesive to be used in the Endobronchial LVR to achieve bronchial occlusion without the need for open chest surgery. Once occluded, dysfunctional lung tissue would collapse and make room for healthier lung tissue to expand. In a recently completed feasibility study at WRAMC, the adhesive was placed in the lungs of 10 goats using a bronchoscope and a small catheter. All 10 goats achieved lung volume reduction. The next phase of animal research will focus on optimizing the Endobronchial LVR procedure prior to entering human clinical trials. Results of Operations Product sales were $3.7 million for the three months ended March 31, 2001, compared to $2.7 million for the three months ended March 31, 2000. The increase is primarily a result of increased sales of DERMABOND(R) adhesive, which included a new line extension, a chiseled tip configuration, during the quarter ended March 31, 2001. In addition, the first quarter of 2001 included initial product sales of SOOTHE-N-SEAL(TM) adhesive. Total revenues for the three months ended March 31, 2001 were $3.9 million compared to $2.8 million for the corresponding period of 2000. Included in total revenues is license and product development revenue of $179,000 and $156,000 for the period ended March 31, 2001 and March 31, 2000, respectively. Cost of products sold was $1.2 million for the three months ended March 31, 2001 compared to $816,000 for the same period of 2000. Cost of products sold as a percentage of product sales remained constant at 31% for the three months ended March 31, 2001 and 2000. 10 Operating expenses were $2.6 million for the three months ended March 31, 2001 and March 31, 2000. Although operating expenses remained constant from quarter to quarter, research, development and regulatory affairs expenses decreased by $186,000 whereas general and administrative expenses increased by $206,000. The decrease in research, development and regulatory affairs was primarily attributable to decreased clinical trial expenses, related to LIQUIDERM(TM) adhesive, and reduced outside professional services. General and administrative expenses increased during the 2001 period due to greater professional services. Interest expense was $46,000 for the three months ended March 31, 2001, compared to $58,000 for the three months ended March 31, 2000. This decrease was primarily the result of the continued reduction of the Company's term loan balance and capital lease obligations through monthly principal payments. Investment and interest income was $175,000 for the three months ended March 31, 2001, compared to $180,000 for the same period of 2000. Liquidity and Capital Resources The Company has financed its operations to date primarily through the sale of equity securities, borrowings from Sharpoint and other lenders, license and product development revenues and product sales. Through March 31, 2001, the Company has raised approximately $30.0 million from equity financings. During 1997 and 1998, the Company entered into and received approximately $4.5 million from a new lease line and term loan. In May 2001, the remaining term loan balance of approximately $1.3 million and the Company's $3.0 million line of credit will mature. The Company expects to refinance the term loan and renew the line of credit under terms similar to the existing agreements. As of March 31, 2001, there were no borrowings against the line of credit. At March 31, 2001, net working capital was approximately $8.7 million versus net working capital of $8.5 million at December 31, 2000. At March 31, 2001, the Company's working capital included $10.3 million of cash, cash equivalents and investments, a decrease of $1.5 million from $11.8 million at December 31, 2000. This decrease resulted primarily from the timing of shipments, specifically a new DERMABOND(R) adhesive line extension utilizing a chiseled tip configuration, which occurred later in the quarter and the seasonal payment of accrued liabilities. Net cash provided by investing activities was $156,000 for the three months ended March 31, 2001 compared to $671,000 for the same period in 2000. During the three months ended March 31, 2001 and March 31, 2000, cash was provided by the net sale of investments offset by the investment in other long-term assets. Net cash used by financing activities was $45,000 and $55,000 for the three months ended March 31, 2001 and March 31, 2000, respectively. The Company's primary financing activities during the three months ended March 31, 2001 and March 31, 2000 were the repayments of its term loan and capital lease obligations offset by proceeds from the sale of common stock under the Company's stock option and other benefit plans. The Company believes that existing cash, cash equivalents and investments, which totaled approximately $10.3 million at March 31, 2001, will be sufficient to finance its capital requirements for at least 12 months. In May 2001, the Company's $3.0 million line of credit for working capital purposes will mature and is expected to be renewed at that time. The Company anticipates that its recurring operating expenses will increase for the next several years, as it expects its research and development and general and administrative expenses to increase in order to develop new products, manufacture in commercial 11 quantities and fund additional clinical trials. The Company also expects to incur additional capital expenditures to expand its manufacturing capabilities. The Company's future capital requirements, however, will depend on numerous factors, including (i) the Company's ability to manufacture and successfully commercialize its lead product, DERMABOND(R) adhesive and other products, (ii) the progress of its research and product development programs for future nonabsorbable and absorbable products, including clinical studies, (iii) the effectiveness of product commercialization activities and marketing agreements for the Company's future products, including additional scale-up of manufacturing capability in anticipation of product commercialization and development and progress of sales and marketing efforts, (iv) the ability of the Company to maintain existing marketing agreements, including its agreements with Ethicon for DERMABOND(R) adhesive and Colgate for SOOTHE-N-SEAL(TM) adhesive, and establish and maintain new marketing agreements, (v) the costs involved in preparing, filing, prosecuting, defending and enforcing intellectual property rights and complying with regulatory requirements, (vi) the effect of competing technological and market developments, (vii) timely receipt of regulatory clearances and approvals and (viii) general economic conditions. The Company may be required to seek additional capital to finance its operations in the future. If the Company's currently available funds and internally generated cash flow are not sufficient to satisfy its financing needs, the Company will be required to seek additional funding through bank borrowings, additional public or private sales of its securities, including equity securities, or through other arrangements with marketing partners. Other than the Company's capital lease obligations, term loan, and working capital line of credit, the Company has no credit facility or other committed sources of capital. There can be no assurance that additional funds, if required, will be available to the Company on favorable terms, if at all. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Interest Rate Sensitivity The Company is subject to interest rate risk on its investment portfolio which consists primarily of high quality short-term money market funds, commercial paper and corporate bonds with an average maturity of less than one year. The Company mitigates default risk by investing in what it believes are safe and high credit quality securities and by monitoring the credit rating of investment issuers. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity and there are limitations regarding average and individual duration of investments. These available-for-sale securities are subject to interest rate risk and will decrease in value if market interest rates increase. The Company does not use interest rate derivative instruments to manage exposure to interest changes. At March 31, 2001, the Company's total portfolio consisted of approximately $10.3 million of cash, cash equivalents and investments, the majority of which had average maturities within one year. Additionally, the Company generally has the ability to hold fixed income investments to maturity. Therefore, the Company does not expect its results of operations or cash flows to be materially affected due to a sudden change in interest rates. Foreign Currency Exchange Risk The Company's international sales and related royalties of DERMABOND(R) adhesive are based on sales in foreign currencies, but payable in U.S. dollars, and thus may be adversely affected by fluctuations in currency exchange rates. Additionally, fluctuations in currency exchange rates may adversely affect demand for the Company's products by increasing the price of the Company's products in the currency of the countries in which the products are sold. 12 PART II- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. None (b) Reports on Form 8-K. A Form 8-K was filed on January 11, 2001 disclosing the script presented during the Company's 2001 Financial Outlook Conference Call. 13 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. CLOSURE MEDICAL CORPORATION Date: May 15, 2001 By: \s\ Robert V. Toni -------------------------------------------------- Robert V. Toni President and Chief Executive Officer Date: May 15, 2001 By: \s\ Benny Ward ------------------------------------------------- Benny Ward Vice President of Finance and Chief Financial Officer