SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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, 2000
Commission File Number
0-28308
CollaGenex Pharmaceuticals, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1758016
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
41 University Drive, Newtown, PA 18940
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(Address of Principal Executive Offices) (Zip Code)
(215) 579-7388
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(Registrant's Telephone Number,
Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities 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:
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Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of March 31, 2000:
Class Number of Shares
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Common Stock $.01 par value 8,668,279
COLLAGENEX PHARMACEUTICALS, INC.
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION........................................... 1
Item 1. Financial Statements...................................... 1
Condensed Consolidated Balance Sheets as of December
31, 1999 and March 31, 2000 (unaudited)............... 2
Condensed Consolidated Statements of Operations for
the Three Months Ended March 31, 1999 and 2000
(unaudited)........................................... 3
Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 1999 and 2000
(unaudited).......................................... 4
Notes to Condensed Consolidated Financial Statements
(unaudited).......................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 7
Results of Operations.................................... 8
Liquidity and Capital Resources.......................... 9
Recently Issued Accounting Standards..................... 11
Year 2000 Issues......................................... 11
Item 3. Quantitative and Qualitative Disclosures About Market
Risk..................................................... 11
PART II. OTHER INFORMATION.............................................. 12
Item 5. Other Information........................................ 12
Item 6. Exhibits and Reports on Form 8-K......................... 12
SIGNATURES.............................................................. 13
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
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COLLAGENEX PHARMACEUTICALS, INC.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
December 31, 1999 and March 31, 2000
(dollars in thousands, except per share data)
December 31, March 31,
1999 2000
-------- --------
(unaudited)
Assets
Current assets:
Cash and cash equivalents ......................................... $ 7,981 $ 8,300
Short term investments ............................................ 6,386 3,818
Accounts receivable, net of allowance of $386
and $375 at December 31, 1999 and March 31, 2000, respectively .. 2,150 2,281
Inventories ....................................................... 695 381
Prepaid expenses and other current assets ......................... 615 719
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Total current assets ........................................ 17,827 15,499
Equipment and leasehold improvements, net ............................ 709 711
Other assets ......................................................... 27 26
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Total assets ................................................ $ 18,563 $ 16,236
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Liabilities and Stockholders' Equity
Current liabilities:
Current portion of note payable ................................... $ 65 $ 65
Accounts payable .................................................. 2,440 2,945
Accrued expenses .................................................. 2,335 1,848
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Total current liabilities ................................... 4,840 4,858
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Note payable, less current portion ................................... 116 99
Commitments
Stockholders' equity:
Preferred stock, $0.01 par value, 5,000,000 shares authorized;
200,000 shares of Series D cumulative convertible preferred
stock issued and outstanding at December 31, 1999 and March
31, 2000 (liquidation value $20,000 on March 31, 2000) .......... 2 2
Common stock, $0.01 par value; 25,000,000 shares authorized,
8,622,091 and 8,668,279 shares issued and outstanding at
December 31, 1999 and March 31, 2000, respectively .............. 86 87
Additional paid in capital ........................................ 67,206 67,298
Deferred compensation ............................................. (76) (54)
Accumulated deficit ............................................... (53,611) (56,054)
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Stockholders' equity ........................................ 13,607 11,279
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Total liabilities and stockholders' equity .................. $ 18,563 $ 16,236
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See accompanying notes to unaudited condensed consolidated financial statements.
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COLLAGENEX PHARMACEUTICALS, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 1999 and 2000
(dollars in thousands, except per share data)
(unaudited)
Three Months Ended March 31,
1999 2000
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Revenues:
Product sales................................... $ 2,410 $ 5,510
Contract revenues............................... 8 650
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Total revenues.............................. 2,418 6,160
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Operating expenses:
Cost of product sales........................... 543 1,170
Research and development........................ 938 847
Selling, general and administrative............. 6,096 6,767
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Total operating expenses.................... 7,577 8,784
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Operating loss.............................. 5,159 2,624
Other income (expense):
Interest income................................. 114 186
Interest expense................................ (44) (5)
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Net loss.................................... $ (5,089) $ (2,443)
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Preferred stock dividend.......................... -- 423
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Net loss allocable to common stockholders......... $ (5,089) $ (2,866)
========= =========
Basic and diluted net loss per share allocable
to common stockholders........................... $ (0.59) $ (0.33)
========= =========
Shares used in computing basic and diluted net
loss per share allocable to common stockholders.. 8,589,037 8,651,597
========= =========
See accompanying notes to unaudited condensed consolidated financial statements.
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COLLAGENEX PHARMACEUTICALS, INC.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 1999 and 2000
(dollars in thousands)
(unaudited)
Three Months Ended March 31,
1999 2000
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Cash flows from operating activities:
Net loss ................................................... $ (5,089) $ (2,443)
Adjustments to reconcile net loss to net cash used in
operating activities:
Noncash compensation expense ........................... 30 45
Depreciation and amortization expense .................. 33 56
Change in assets and liabilities:
Accounts receivable .................................. 856 (131)
Inventories .......................................... (186) 314
Prepaid expenses and other assets .................... 172 (103)
Accounts payable ..................................... 289 505
Accrued expenses ..................................... (145) (487)
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Net cash used in operating activities ....... (4,040) (2,244)
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Cash flows from investing activities:
Capital expenditures ....................................... (28) (58)
Proceeds from the sale of short term investments ........... 4,492 3,417
Purchase of short term investments ......................... (500) (849)
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Net cash provided by investing activities .. 3,964 2,510
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Cash flows from financing activities:
Proceeds from the issuance of note payable ................. 10,000 --
Net proceeds from issuance of common stock ................. 3 70
Repayment of long-term debt ................................ -- (17)
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Net cash provided by financing activities ... 10,003 53
Net increase in cash and cash equivalents ..................... 9,927 319
Cash and cash equivalents at beginning of period .............. 3,286 7,981
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Cash and cash equivalents at end of period .................... $ 13,213 $ 8,300
======== ========
Supplemental schedule of noncash financing activities:
Common stock dividends on preferred stock ................ $ -- $ 423
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the quarter for interest ................ $ -- $ 5
======== ========
See accompanying notes to unaudited condensed consolidated financial statements.
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COLLAGENEX PHARMACEUTICALS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999 and 2000
(dollars in thousands)
(Unaudited)
NOTE 1 -- BASIS OF PRESENTATION:
The unaudited condensed consolidated financial statements included herein
have been prepared by the Company, pursuant to the rules and regulations of the
Securities and Exchange Commission and in accordance with generally accepted
accounting principles. Certain information and footnote disclosures normally
included in annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. These unaudited condensed consolidated financial
statements should be read in conjunction with the Company's 1999 audited
consolidated financial statements and footnotes.
The accompanying unaudited condensed consolidated financial statements
include the results of the Company and its wholly-owned subsidiaries. All
intercompany accounts and transactions have been eliminated in consolidation.
In the opinion of the Company's management, the accompanying unaudited
condensed consolidated financial statements have been prepared on a basis
substantially consistent with the audited consolidated financial statements and
contain adjustments, all of which are of a normal recurring nature, necessary to
present fairly the Company's consolidated financial position as of March 31,
2000, their results of operations for the three months ended March 31, 1999 and
2000, and their cash flows for the three months ended March 31, 1999 and 2000.
Interim results are not necessarily indicative of results anticipated for the
full fiscal year.
NOTE 2 -- INVENTORIES:
Inventories at December 31, 1999 and March 31, 2000 consist of the
following:
1999 2000
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Raw materials $ 254 $ 179
Finished goods 441 202
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$ 695 $ 381
NOTE 3 -- RECENT PRONOUNCEMENTS:
In December 1999, the staff of the Securities and Exchange Commission
issued a Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"). SAB 101 summarizes certain of the staff's
views in applying generally accepted accounting principles to revenue
recognition in financial statements, including the recognition of non-refundable
fees received upon entering into arrangements. We are in the process of
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COLLAGENEX PHARMACEUTICALS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999 and 2000
(dollars in thousands)
(Unaudited)
(Continued)
evaluating this SAB and the effect it will have in our financial statements and
current revenue recognition policy. SAB 101 must be adopted by the second
quarter of 2000 and any impact will be recorded as a cumulative effect
adjustment effective January 1, 2000.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
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OVERVIEW
CollaGenex Pharmaceuticals, Inc. and subsidiaries (the "Company") is a
specialty pharmaceutical company focused on providing innovative medical
therapies to the dental market. The Company's first product, Periostat, is a
prescription pharmaceutical capsule that was approved by the United States Food
and Drug Administration (the "FDA") in September 1998 as an adjunct to scaling
and root planing, the most prevalent therapy for periodontitis, to promote
attachment level gain and to reduce pocket depth in patients with adult
periodontitis. The Company is marketing Periostat to the dental community
through its own professional dental pharmaceutical sales force of approximately
135 sales representatives and managers. This sales force also co-promotes
Vioxx(R), a prescription non-sterodial anti-inflammatory drug developed by Merck
& Co., Inc. ("Merck") and Denavir(R), a prescription cold sore medication
developed by SmithKline Beecham Consumer Healthcare, L.P., and the Company is
actively seeking other products to market to the dental community.
The Company began operations in January 1992 and functioned primarily as a
research and development company until 1998. During this period, the Company
operated with a minimal number of employees, and substantially all
pharmaceutical development activities were contracted to independent contract
research and other organizations. Following FDA approval of Periostat in
September 1998, the Company significantly increased its number of employees,
primarily in the areas of sales and marketing. The Company continues to contract
its research and development activities as well as manufacturing and
distribution.
The Company has incurred losses each year since inception and had an
accumulated deficit of $56.1 million at March 31, 2000. The Company expects to
continue to incur losses in the foreseeable future from expenditures on drug
development, marketing, manufacturing and administrative activities.
Statements contained or incorporated by reference in this Quarterly Report
on Form 10-Q that are not based on historical fact are "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements may be identified by the use of
forward-looking terminology such as "may," "will," "expect," "estimate,"
"anticipate," "continue," or similar terms, variations of such terms or the
negative of those terms. This Form 10-Q contains forward-looking statements that
involve risks and uncertainties. The Company's business of selling, marketing
and developing pharmaceutical products is subject to a number of significant
risks, including risks relating to the implementation of the Company's sales and
marketing plans for Periostat, risks inherent in research and development
activities, risks associated with conducting business in a highly regulated
environment and uncertainty relating to clinical trials of products under
development. The success of the Company depends to a large degree upon the
market acceptance of Periostat by periodontists, dental practitioners, other
health care providers, patients and insurance companies. Other than Periostat,
which has been FDA approved for marketing in the United States, there can be no
assurance that any of the Company's other product candidates will be approved by
any
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regulatory authority for marketing in any jurisdiction or, if approved, that any
such products or that Vioxx or Denavir will be successfully commercialized by
the Company. The Company's actual results may differ materially from the results
discussed in the forward-looking statements contained herein.
RESULTS OF OPERATIONS
From its founding through the quarter ended September 30, 1998, the
Company had no revenues from sales of its own products. During the fourth
quarter of 1998, the Company achieved net product sales of $3.1 million
following the commercial launch of Periostat in November 1998. Most of the 1998
sales represented initial wholesale and retail stocking. During the year ended
December 31, 1999, the Company achieved net product sales of $15.2 million from
sales of Periostat. In addition, in 1999 the Company generated $770,000 in
contract revenues from its co-promotion agreements and $100,000 in license fees.
During the three months ended March 31, 2000, the Company achieved net product
sales of $5.5 million from the sales of Periostat. In addition, during the three
months ended March 31, 2000, the Company generated $650,000 in contract revenues
from its co-promotion agreements. During the three-month periods ended March 31,
1999 and 2000, net revenues included $0.8 million and $1.1 million,
respectively, in stock orders from one of the Company's major customers, which
may have significantly increased that customer's weeks of sales in inventory at
the end of each such period.
The Company realized a net loss during the first quarter of 2000,
resulting primarily from higher revenues offset by higher planned sales,
marketing and administrative expenses incurred during such period. Total
operating expenses consist of the cost of product sales, research and
development expenses and selling, general and administrative expenses. Cost of
product sales consists primarily of direct manufacturing expenses and royalties.
Research and development expenses consist primarily of funds paid to contract
research organizations for the provision of services and materials for drug
development, ongoing manufacturing and formulation enhancements and clinical
trials. Selling, general and administrative expenses consist primarily of
personnel salaries and benefits, direct marketing costs, professional and
consulting fees, insurance and general office expenses.
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
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Revenues. The Company realized $6.2 million in net revenues during the
three months ended March 31, 2000 compared to $2.4 million during the three
months ended March 31, 1999. Revenues for the first quarter of 2000 included
$5.5 million in net sales of Periostat and $650,000 in contract revenues.
Revenues for the three months ended March 31, 1999 included $2.4 million in net
sales of Periostat and $8,000 in contract revenues. During the three-month
periods ended March 31, 2000 and 1999, net revenues included $1.1 million and
$800,000, respectively, in stock orders from one of the Company's major
customers, which may have significantly increased that customer's weeks of sales
in inventory at the end of each such period.
Cost of Product Sales. Cost of product sales were $1.2 million for the
three months ended March 31, 2000, compared to $543,000 for the three months
ended March 31, 1999. This improvement in gross margin, as a percentage of
sales, resulted primarily from the absence of trade allowances realized on
product sales in the three months ended March 31, 2000.
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Research and Development Expenses. Research and development expenses for
the three months ended March 31, 2000 were $847,000 compared to $938,000 for the
three months ended March 31, 1999. This decrease resulted primarily from
decreased expenses related to Phase 3b clinical studies to support the future
marketing activities for Periostat, ongoing manufacturing and formulation
development work for Periostat and research and development activities funded by
the Company. Expenditures made during the three months ended March 31, 2000
include, among other expenditures, regulatory and consulting fees associated
with the Company's New Drug Application for a tablet formulation for Periostat
submitted to the FDA during the quarter.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $6.8 million for the three months ended
March 31, 2000 from $6.1 million for the three months ended March 31, 1999. This
increase was due primarily to higher recruiting and training expenses associated
with new sales personnel hired during the quarter. The Company also incurred
advertising and promotional expenses for Vioxx during the three months ended
March 31, 2000 as a result of its co-promotional agreement with Merck signed in
September 1999.
Other Income/Expenses. Interest income increased to $186,000 during the
three months ended March 31, 2000 from $114,000 during the three months ended
March 31, 1999. This increase was due to higher balances in cash and short-term
investments as a result of the completion of the Financing (as defined below) in
May 1999. Interest expense for the three months ended March 31, 2000 was $5,000.
This expense was primarily due to interest on the $219,000 note payable executed
by the Company in April 1999. Interest expense was $44,000 for the three months
ended March 31, 1999 for interest on the $10.0 million short term convertible
note executed by the Company in March 1999 which was repaid in connection with
the Company's Financing in May 1999.
Preferred Stock Dividends. Preferred stock dividends increased to $423,000
during the three months ended March 31, 2000 as a result of the Company's
obligations in connection with the issuance of its Series D Stock (as defined
below) in May 1999. No dividends were accrued or declared during the three
months ended March 31, 1999 as no shares of preferred stock were outstanding
during that period.
LIQUIDITY AND CAPITAL RESOURCES
Since its origin in January 1992, the Company has financed its operations
through private placements of preferred stock and common stock, an initial
public offering of 2,000,000 shares of common stock, which generated net
proceeds to the Company of approximately $18.0 million after underwriting fees
and related expenses, and a subsequent public offering of 1,000,000 shares of
common stock, which generated net proceeds to the Company of approximately $11.6
million after underwriting fees and related expenses. On May 12, 1999, the
Company consummated a $20.0 million financing (the "Financing") through the
issuance of its Series D Cumulative Convertible Preferred Stock (the "Series D
Stock"), which generated net proceeds to the Company of $18.5 million. A portion
of the proceeds of such Financing were used to repay a $10.0 million Senior
Secured Convertible Note provided by one of the investors on March 19, 1999 in
connection with the Financing.
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The Series D Stock is convertible at any time into shares of common stock
of the Company at an initial conversion price of $11.00 per common share. The
conversion price is not subject to reset except in the event that the Company
should fail to declare and pay dividends when due or the Company should issue
new equity securities or convertible securities at a price per share or having a
conversion price per share lower than the then applicable conversion price of
the Series D Stock. During the first three years following issuance, holders of
the Series D Stock will be entitled to receive dividends payable in shares of
fully registered common stock at a rate of 8.4% per annum. Thereafter, dividends
will be payable in cash at a rate of 8.0% per annum.
All or a portion of the shares of Series D Stock shall, at the option of
the Company (as determined by the Board of Directors), automatically be
converted into fully paid, registered and non-assessable shares of common stock,
if the following two conditions are met: (i) the last sale price, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices on the Nasdaq is at least 200% of the conversion price then in effect (as
of March 31, 2000, $11.00 per share) for forty consecutive trading days; and
(ii) a shelf registration is in effect for the shares of common stock to be
issued upon conversion of the Series D Stock. Without written approval of a
majority of the holders of record of the Series D Stock, the Company, among
other things, shall not: (i) declare or pay any dividend or distribution on any
shares of capital stock of the Company other than dividends on the Series D
Stock; (ii) make any loans, incur any indebtedness or guarantee any
indebtedness, advance capital contributions to, or investments in any person,
issue or sell any securities or warrants or other rights to acquire debt
securities of the Company, except that the Company may incur such indebtedness
in any amount not to exceed $10.0 million in the aggregate outstanding at any
time for working capital requirements in the ordinary course of business; or
(iii) make research and development expenditures in excess of $7.0 million in
any continuous twelve month period, unless the Company has reported positive net
income for four consecutive quarters immediately prior to such twelve month
period.
At March 31, 2000, the Company had cash, cash equivalents and short-term
investments of approximately $12.1 million, a decrease of $2.3 million from the
$14.4 million balance at December 31, 1999.
In accordance with investment guidelines approved by the Company's Board
of Directors, cash balances in excess of those required to fund operations have
been invested in short-term United States Treasury securities and commercial
paper with a credit rating no lower than A1/P1. The Company's working capital at
March 31, 2000 was $10.6 million, a decrease of $2.4 million from the $13.0
million balance at December 31, 1999. This decrease was primarily attributable
to the Company's cash used for normal operations during the three months ended
March 31, 2000.
In April 1999, the Company received $219,000 in proceeds from the issuance
of a note payable. The proceeds of such note were used to fund the purchase of
equipment, fixtures and furniture for the Company's newly leased corporate
offices in Newtown, Pennsylvania. The term of the note is three years at 9.54%
per annum, with monthly minimum payments of principal and
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interest. The note is secured by a third party irrevocable standby letter of
credit for an amount not less than 90% of the financed property.
The Company anticipates that its existing working capital will be
sufficient to fund the Company's operations through at least 2000. The Company's
future capital requirements and the adequacy of its available funds will depend
on many factors, including the size and scope of the Company's marketing effort
and sales of Periostat, the terms of agreements entered into with corporate
partners, if any, and the results of research and development and pre-clinical
and clinical studies for other applications of the Company's core technology.
Over the long-term, the Company's liquidity is dependent on market acceptance of
its products and technology.
RECENTLY ISSUED ACCOUNTING STANDARDS
In December 1999, the staff of the Securities and Exchange Commission
issued a Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"). SAB 101 summarizes certain of the staff's
views in applying generally accepted accounting principles to revenue
recognition in financial statements, including the recognition of non-refundable
fees received upon entering into arrangements. We are in the process of
evaluating this SAB and the effect it will have in our financial statements and
current revenue recognition policy. SAB 101 must be adopted by the second
quarter of 2000 and any impact will be recorded as a cumulative effect
adjustment effective January 1, 2000.
YEAR 2000 ISSUES
The Company believes that material Year 2000 compliance problems would
have arisen on or immediately after January 1, 2000. As of the date hereof, the
Company is not aware of any Year 2000-related problems associated with its
internal systems or software or that of its vendors, suppliers, manufacturers,
distributors and marketing partners. It is possible, however, that further Year
2000-related problems will arise in the future.
Other than time spent by the Company's own personnel, to date the Company
has not incurred any significant costs in identifying and remediating Year 2000
problems.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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The Company believes that it is not subject to a material market risk.
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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
- --------------------------
On March 31, 2000, the Company received notification from Laboratories
Pharmascience S.A. ("Laboratories Pharmascience") terminating the 1998 License
Agreement by and between the Company and Laboratories Pharmascience pursuant to
which Laboratories Pharmascience was to market and distribute Periostat
following the requisite regulatory approval on an exclusive basis in France,
Morocco, Algeria, Tunisia and other countries of French speaking Africa. The
Company is engaged in ongoing discussions with Laboratories Pharmascience to
determine whether and to what extent the parties will continue their
relationship in the future, if at all.
On March 31, 2000, the Company announced that it had filed a New Drug
Application with the FDA for a new dosage form of Periostat. The new dosage form
is a small, film-coated tablet containing the same active ingredient as the
currently marketed product (20mg doxycycline hyclate). The Company believes that
this new dosage form is the bioequivalent to the current capsule formulation.
On May 2, 2000, the Company announced that it had filed an application for
a Marketing Authorization for Periostat tablets with the United Kingdom
Medicines Control Agency (MCA). The MCA granted a marketing authorization for
Periostat capsules in February 2000. The Company intends to use the United
Kingdom as its Reference Member State to apply for registrations for Periostat
tablets in all of the countries of the European Union and Norway.
On May 2, 2000, the Company also announced that it had executed an
exclusive marketing and distribution agreement with ISDIN S.A., a Spanish
company, with respect to the marketing and distribution of Periostat tablets in
Spain and Portugal.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
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(a) Exhibits
27 - Financial Data Schedule.
(b) Reports on Form 8-K.
During the quarter ended March 31, 2000, the Company did not file any
Current Reports on Form 8-K with the Securities and Exchange Commission.
- 12 -
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.
CollaGenex Pharmaceuticals, Inc.
Date: May 12, 2000 By: /s/ Brian M. Gallagher, Ph.D.
-----------------------------
Brian M. Gallagher, Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 12, 2000 By: /s/ Nancy C. Broadbent
----------------------
Nancy C. Broadbent
Chief Financial Officer (Principal
Financial and Accounting Officer)