FORM 1O-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 0-19732
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CORVAS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0238812
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3030 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices and zip code)
(858) 455-9800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark whether the Registrant (l) 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 August 1, 2001, there were 27,468,449 shares of Common Stock, $0.001
par value, of the Registrant issued and outstanding.
CORVAS INTERNATIONAL, INC.
INDEX
Page
----
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2001 (unaudited)
and December 31, 2000 1
Condensed Statements of Operations for the Three and Six
Months Ended June 30, 2001 and 2000 (unaudited) 2
Condensed Statements of Cash Flows for the Six Months
Ended June 30, 2001 and 2000 (unaudited) 3
Notes to Condensed Financial Statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
Item 3. Quantitative and Qualitative Disclosures About Market Risk 9
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
None
Item 3. Defaults Upon Senior Securities 10
None
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 11
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits 11
(b) Reports on Form 8-K 11
None
SIGNATURES 12
PART I -- FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CORVAS INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
In thousands
(unaudited)
JUNE 30, DECEMBER 31,
2001 2000
---------- ----------
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 9,389 $ 14,153
Short-term debt securities held to maturity
and time deposits, partially restricted 85,632 109,089
Receivables 1,304 1,526
Note receivable from related party 278 278
Other current assets 590 502
---------- ----------
Total current assets 97,193 125,548
---------- ----------
Debt issuance costs 98 108
Long-term debt securities held to maturity 29,535 12,343
Property and equipment, net 1,759 1,023
---------- ----------
$ 128,585 $ 139,022
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 2,890 $ 1,082
Accrued liabilities 2,255 1,663
Accrued vacation 332 256
---------- ----------
Total current liabilities 5,477 3,001
---------- ----------
Convertible notes payable 11,342 10,958
Deferred rent 179 130
Stockholders' equity:
Common stock 27 27
Additional paid-in capital 227,188 226,465
Accumulated deficit (115,628) (101,559)
---------- ----------
Total stockholders' equity 111,587 124,933
Commitments and contingencies
---------- ----------
$ 128,585 $ 139,022
========== ==========
See accompanying notes to condensed financial statements.
1
CORVAS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
In thousands, except per share data
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
2001 2000 2001 2000
--------- --------- --------- ---------
REVENUES:
Revenue from collaborative agreements $ - $ 750 $ - $ 1,763
License fees and milestones - 2,500 - 2,500
Royalties 37 58 67 67
Research grants 57 82 96 103
--------- --------- --------- ---------
Total revenues 94 3,390 163 4,433
--------- --------- --------- ---------
COSTS AND EXPENSES:
Research and development 9,817 3,611 15,020 7,521
General and administrative 1,296 967 2,495 1,894
--------- --------- --------- ---------
Total costs and expenses 11,113 4,578 17,515 9,415
--------- --------- --------- ---------
Loss from operations (11,019) (1,188) (17,352) (4,982)
OTHER INCOME (EXPENSE):
Interest income 1,659 498 3,676 884
Interest expense (198) (188) (393) (379)
--------- --------- --------- ---------
1,461 310 3,283 505
--------- --------- --------- ---------
Net loss and other comprehensive loss $ (9,558) $ (878) $(14,069) $ (4,477)
========= ========= ========= =========
Basic and diluted net loss per share $ (0.35) $ (0.04) $ (0.51) $ (0.22)
========= ========= ========= =========
Shares used in calculation of basic and
diluted net loss per share 27,400 21,114 27,380 20,375
========= ========= ========= =========
See accompanying notes to condensed financial statements.
2
CORVAS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
In thousands
(unaudited)
Six Months Ended
June 30,
---------------------
2001 2000
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(14,069) $ (4,477)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 296 244
Amortization of premiums and discounts on investments (120) (619)
Amortization of debt issuance costs 10 10
Non-cash interest expense on convertible notes payable 384 369
Stock compensation expense 96 44
Changes in assets and liabilities:
Decrease in receivables 222 48
Increase in other current assets (88) (75)
Increase in accounts payable, accrued
liabilities and accrued vacation 2,476 127
Increase in deferred rent 49 49
--------- ---------
Net cash used in operating activities (10,744) (4,280)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investments held to maturity (81,138) (30,961)
Proceeds from maturity of investments held to maturity 85,542 20,645
Proceeds from sale of investments held to maturity 1,981 ---
Purchases of property and equipment (1,032) (284)
--------- ---------
Net cash provided by (used in) investing activities 5,353 (10,600)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 402 12,231
Capital contribution 225 2,561
--------- ---------
Net cash provided by financing activities 627 14,792
--------- ---------
Net decrease in cash and cash equivalents (4,764) (88)
Cash and cash equivalents at beginning of period 14,153 881
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 9,389 $ 793
========= =========
See accompanying notes to condensed financial statements.
3
CORVAS INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(1) The Company
-----------
Corvas International, Inc. (the "Company") was incorporated on March
27, 1987 under the laws of the State of California. In July 1993, the Company
reincorporated in the State of Delaware. The Company is engaged in the
discovery, development and commercialization of novel therapeutics that address
large markets, including cardiovascular disease, stroke and cancer.
(2) Basis of Presentation
---------------------
The interim financial information contained herein is unaudited but, in
management's opinion, includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation. The condensed
financial statements should be read in conjunction with the Company's audited
financial statements and notes thereto for the year ended December 31, 2000
included in the Company's Annual Report on Form 10-K. Results for the interim
periods are not necessarily indicative of results for other interim periods or
for the full year.
(3) Net Loss Per Share
------------------
Net loss per share for the six months ended June 30, 2001 and 2000 is
computed using the weighted-average number of common shares outstanding. For the
six months ended June 30, 2001, options totaling 2,356,000 shares were excluded
from the calculation of diluted net loss per share. For the six months ended
June 30, 2000, options and warrants totaling 2,144,000 shares were excluded from
the calculation of diluted net loss per share. In addition, 3,394,000 and
3,215,000 shares from the assumed conversion of the 5.5% convertible senior
subordinated notes issued in 1999 have been excluded from this calculation as of
June 30, 2001 and 2000, respectively.
(4) Debt Securities Held to Maturity
--------------------------------
Certain securities that were no longer in compliance with the Company's
investment policy were sold prior to maturity during the six months ended June
30, 2001.
4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION OF OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. FORWARD-LOOKING STATEMENTS TYPICALLY ARE IDENTIFIED BY THE USE OF
TERMS SUCH AS "MAY," "WILL," "SHALL," "COULD," "EXPECT," "PLAN," "ANTICIPATE,"
"BELIEVE," "ESTIMATE," "PREDICT," "POTENTIAL," "CONTINUE," AND SIMILAR WORDS,
ALTHOUGH SOME FORWARD-LOOKING STATEMENTS ARE EXPRESSED DIFFERENTLY. OUR ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM WHAT IS DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT
LIMITED TO, THOSE DISCUSSED IN OUR ANNUAL REPORT ON FORM 10-K UNDER THE HEADING
"RISK FACTORS."
THE TERMS "CORVAS," "WE," "US" AND "OUR" REFER TO CORVAS INTERNATIONAL,
INC.
OVERVIEW
We are a biopharmaceutical company engaged in the discovery,
development and commercialization of novel therapeutics that address large
markets, including cardiovascular disease, stroke and cancer. One of our lead
product candidates, a recombinant protein partnered with Pfizer and known as
UK-279,276, formerly rNIF, is in Phase IIb clinical trials being conducted by
Pfizer for the treatment of reperfusion injury associated with ischemic stroke.
Our other lead product candidate, known as rNAPc2, is a recombinant protein that
we are currently developing for the prevention of deep vein thrombosis and
pulmonary embolism, and for the treatment of acute coronary syndromes, which
include unstable angina. We have completed a Phase II clinical trial with rNAPc2
for the prevention of deep vein thrombosis and pulmonary embolism. We recently
reported that we are currently reviewing comments made by the Food and Drug
Administration at a recent end-of-Phase II meeting for rNAPc2 for the prevention
of deep vein thrombosis and pulmonary embolism. We are working with the FDA to
determine the nature, timing and anticipated costs of future clinical testing of
rNAPc2. These events will delay the initiation of the next stage of clinical
evaluation into 2002. We also recently completed enrollment in a Phase IIa
safety trial of rNAPc2 in patients undergoing elective angioplasty in
anticipation of pursuing acute coronary syndrome indications. In addition, we
are currently ramping up our research programs aimed at discovering novel drugs
to modulate proteases involved in cancer and other diseases.
We currently have no products for sale and are focused on research and
development and clinical trial activities. We have not been profitable on an
annual basis since inception and we anticipate that we will incur substantial
additional operating losses over the next several years as we progress in our
research and development programs. To date, we have funded our operations
primarily through the sale of equity and debt securities, including a public
offering of our common stock last year, payments received from collaborators and
interest income. At June 30, 2001, we had an accumulated deficit of $115.6
million. Although we expect that our sources of revenue, if any, for the next
several years will continue to primarily consist of payments under collaborative
agreements and interest income, we do not expect to record any revenue under any
of our existing collaborative agreements in 2001 and currently have no
collaborative agreements that include ongoing funding of our research and
development. Since none of our product candidates have yet advanced beyond Phase
II clinical trials, the process of developing our product candidates will
require significant additional research and development, preclinical testing and
clinical trials, as well as regulatory approval activities. In particular, we
intend to initiate subsequent clinical testing of rNAPc2, either independently
or with a collaborator, and therefore we expect that our research and
development expenses will likely increase significantly. These activities,
together with our general and administrative expenses, are expected to result in
substantial operating losses for the foreseeable future. In addition, we
continue to evaluate various possible strategic transactions, including
in-licensing or acquiring complementary products, technologies or companies, and
we expect to continue to do so in the future. If we in-license or acquire
products, technologies or companies, we expect that our operating expenses would
increase as a result.
5
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2001 AND 2000
REVENUES. Our operating revenues decreased by $3.3 million to $94,000
in the three months ended June 30, 2001 from $3.4 million in the corresponding
period of 2000. This decrease was mainly attributable to a $2.5 million license
fee received in the second quarter of 2000 from Schering Corporation, or
Schering-Plough, for the hepatitis C virus inhibitor program, as well as
reaching the contractual end in 2000 of the research and development funding
portion of our collaborative agreements with Schering-Plough covering inhibitors
of both thrombin and hepatitis C. We recorded no revenue from any of our
collaborative agreements during the three months ended June 30, 2001.
We do not expect to receive any additional research and development
funding under our agreements with Schering-Plough. In the event that we enter
into new collaborative agreements, we may recognize related revenue; however, as
of August 1, 2001, we have not yet entered into any new collaborative agreements
and we cannot predict whether we will enter into new collaborative agreements
during 2001. Even if we do enter into new collaborative agreements, we may not
recognize revenue under these agreements in 2001.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses of
$9.8 million in the three months ended June 30, 2001 accounted for 88% of total
costs and expenses, compared to $3.6 million in the second quarter of 2000 which
represented 79% of total costs and expenses. This $6.2 million increase was
primarily due to manufacturing clinical supplies of our proprietary
anticoagulant drug candidate rNAPc2; such manufacturing has been completed and
is not expected to recur. Also contributing to this increase were increased
staffing and research activities associated with our preclinical cancer
programs. Excluding the non-recurring manufacturing costs, we expect that our
ongoing research and development expenses will continue to increase as we
further expand our cancer programs.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased to $1.3 million in the three months ended June 30, 2001 from
$967,000 in the same quarter of 2000. This $329,000 increase was primarily
attributable to increased facility costs from additional square footage we
leased in July 2000 and increased utility costs. We anticipate that our general
and administrative expenses will increase modestly in the near-term.
NET OTHER INCOME. In the second quarter of 2001, net other income was
$1.5 million compared to $310,000 in the corresponding quarter of 2000. This
$1.2 million increase was due to increased interest income earned on higher
balances of cash and held to maturity securities, which resulted from the
investment of net proceeds raised in our public offering of common stock in
November 2000.
SIX MONTHS ENDED JUNE 30, 2001 AND 2000
REVENUES. Operating revenues for the six months ended June 30, 2001
decreased to $163,000 from $4.4 million in the same period of 2000. This $4.3
million decrease was primarily attributable to a $2.5 million license fee
received in the second quarter of 2000 from Schering-Plough for the hepatitis C
virus inhibitor program, as well as reaching the contractual end in 2000 of the
research and development funding portion of our collaborative agreements with
Schering-Plough covering inhibitors of both thrombin and hepatitis C. We
recorded no revenue from our collaborative agreements during the six months
ended June 30, 2001.
6
RESEARCH AND DEVELOPMENT EXPENSES. In the six months ended June 30,
2001, research and development expenses increased to $15.0 million, or 86% of
total costs and expenses, from $7.5 million, or 80% of total costs and expenses,
one year earlier. This $7.5 million increase was principally due to costs
associated with the manufacturing of rNAPc2, as well as the hiring of additional
personnel and increased research activities associated with our preclinical
cancer programs. These increases were partially offset by a decrease in clinical
trial costs due to the completion in mid-2000 of our rNAPc2 Phase II clinical
trial for the prevention of deep vein thrombosis and pulmonary embolism.
GENERAL AND ADMINISTRATIVE EXPENSES. Total general and administrative
expenses increased by $601,000 to $2.5 million in the half year ended June 30,
2001, from $1.9 million during the corresponding period one year earlier. This
increase was mainly attributable to an increase in facility related costs and
increased administrative staffing in the first half of 2001.
NET OTHER INCOME. Net other income in the six months ended June 30,
2001 increased to $3.3 million from $505,000 in the same period of 2000, an
increase of $2.8 million. This increase was attributable to the interest income
earned on higher cash and investment balances resulting from our investment of
the net proceeds from our public offering of common stock in November 2000.
We expect that we will continue to incur significant expenses and
operating losses over at least the next several years as our research and
development and clinical trials progress. However, due to the completion of
rNAPc2 manufacturing in the second quarter of 2001, we expect that our research
and development expenses in the remaining quarters of 2001 will be lower than
those incurred in the second quarter of 2001. We may not be able to raise
additional capital that may be required to fund our operations. We also expect
both our expenses and losses to fluctuate from quarter to quarter and that the
fluctuations may, at times, be substantial.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, our operations have been financed primarily through
public offerings and private placements of our debt and equity securities,
payments received through our collaborative agreements, and interest income
earned on cash and investment balances. Our principal sources of liquidity are
cash and cash equivalents, time deposits and held to maturity debt securities
which, net of $303,000 in restricted time deposits, totaled $124.3 million as of
June 30, 2001. Working capital at June 30, 2001 was $91.7 million. In the six
months ended June 30, 2001, net cash of $10.7 million was used in operating
activities, $5.4 million was provided by investing activities and $627,000 was
provided by financing activities. We invest available cash in accordance with an
investment policy set by our board of directors, with established objectives of
preserving principal, maintaining adequate liquidity and maximizing income. Our
policy provides guidelines concerning the quality, term and liquidity of
investments. We presently invest our excess cash primarily in debt instruments
of corporations with strong credit ratings and government-backed debt
obligations.
In August and October of 1999 we issued and sold, in two private
financings, a total of 2,000,000 shares of our common stock for $2.50 per share
and 5.5% convertible senior subordinated notes due in August 2006, in an
aggregate principal amount of $10.0 million. Net proceeds of $14.8 million were
raised in these financings. At the option of the note holder, the principal
balance of both notes is convertible into shares of our common stock at $3.25
per share, subject to certain adjustments. Interest on the outstanding principal
amounts of these notes accretes at 5.5% per annum, compounded semi-annually,
with interest payable upon redemption or conversion. Upon maturity, these notes
will have an accreted value of $14.6 million. At our option, the accreted
interest portion of both notes may be paid in cash or in our common stock priced
at the then-current market price. We have agreed to pay any applicable
withholding taxes on behalf of the note holder that may be incurred in
connection with the accreted interest, which are estimated and accrued at 30% of
the annual accretion. We may redeem the notes any time after August 18, 2002
upon payment of the outstanding principal and accreted interest.
7
In April 1997, we entered into an exclusive license and development
agreement with Pfizer to collaborate on the development of UK-279,276, an
anti-inflammatory agent with therapeutic potential for stroke and other
indications. Pfizer received an exclusive worldwide license to further develop,
commercialize and market UK-279,276 as a therapeutic agent, and funded our
internal research and development over a two-year period that ended March 31,
1999. Pfizer is responsible for funding all further development of UK-279,276,
if any. To date, we have received $4.4 million from Pfizer under this agreement,
our last payment being received in March 1999. We are entitled to receive
milestone payments based on clinical trial progress, submissions for specified
regulatory approvals and commercialization events, and we may receive up to an
additional $27.0 million under this agreement if all future milestones are
achieved. However, we do not anticipate receiving any payments under this
agreement in 2001 and we may not receive any additional payments or future
milestones under this agreement. If Pfizer commercializes a product candidate
covered by this agreement, we will also be entitled to receive royalties on
product sales.
We also have two independent collaborations with Schering-Plough, one
for the design and development of an oral inhibitor of a key protease associated
with hepatitis C virus replication and the other for the discovery and
commercialization of an oral anticoagulant for chronic thrombosis. Our
collaboration with respect to the development of treatments for hepatitis C was
entered into in June 1997 and was amended in May 2000. Our collaboration with
respect to identifying an anticoagulant that can be taken in pill form was
entered into in December 1994, and Schering-Plough funded our internal research
and development through December 31, 2000. Schering-Plough is now responsible
for conducting any further research and development, if any, under both
collaborations. In the event that any products are commercialized under either
of these collaborations, we are entitled to receive royalties on the sale of
such products. However, since we have no further responsibilities under either
of these collaborations, it is possible that further development efforts will be
limited, if conducted at all, and that we may never receive any future payments
(including royalties) under either of these agreements.
We have recently entered into an agreement with Incyte Genomics, Inc.
for a multi-year subscription for Incyte's LifeSeq(R) Gold database that we
intend to use in attempt to advance our cancer research and development programs
focused on serine proteases, a class of potential solid tumor drug targets. The
LifeSeq Gold database provides researchers with a view of the entire human
genome by integrating proprietary expressed sequence tag and full-length gene
sequence information, mapping data and public genomic sequence information. We
will have non-exclusive rights to Incyte's full-length gene program in addition
to sequence-verified cDNA clones, or copies of genes to facilitate the
identification, validation and commercialization of new drug targets in the
serine protease gene family. Our agreement requires us to pay an annual access
fee and, in the event that any products based on the information acquired from
this database are developed and commercialized, we would also be required to pay
milestones and royalties.
8
We will continue to incur substantial additional expenses in the
foreseeable future due to, among other factors, costs related to ongoing and
anticipated clinical trial activities, as well as other research and development
activities. Over the next several years, we expect our expenses will result in
additional operating losses and negative cash flows from operations. Based on
our currently-expected burn rate for 2001, which is estimated to be between $20
million and $25 million assuming that a collaborative agreement for rNAPc2 is
not completed until 2002, we believe that our existing capital resources should
be sufficient to satisfy our anticipated funding requirements for at least the
next two years. However, this is management's current estimate and this estimate
may change for many reasons. Our future burn rate and capital requirements will
be impacted by many factors including, but not limited to:
o our success in entering into a collaborative agreement for
rNAPc2
o the timing of a collaborative agreement for rNAPc2
o the progress on, and scope of, our cancer programs and other
internally-funded research and development
o the timing and magnitude of expenses incurred to further
develop rNAPc2
o the costs and timing of regulatory approvals related to rNAPc2
o the success of our collaborators in developing and marketing
products under their respective collaborations with us
o competing technological and market developments
o the costs we incur in obtaining and enforcing patent and other
proprietary rights or obtaining a license to operate under the
patents of others
o our success in acquiring and integrating complementary
products, technologies or companies
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In accordance with our investment policy, we do not invest in
derivative financial instruments or any other market risk sensitive instruments.
Our available cash is invested in high quality fixed income investments that we
intend to hold to maturity. We believe that our interest rate market risk is
limited, and that we are not exposed to significant changes in fair value
because our investments are held to maturity and are primarily short-term in
nature. The fair value of each investment approximates its amortized cost.
For purposes of measuring interest rate sensitivity, we have assumed
that the similar nature of our investments warrants aggregation. The carrying
amount of all held to maturity investments as of June 30, 2001 is $124.4
million; they have a weighted-average interest rate of 4.8%.
Considering our investment balances as of June 30, 2001, rates of
return and the fixed rate nature of the convertible notes payable that were
issued in the second half of 1999, an immediate 10% change in interest rates
would not have a material impact on our financial condition or results of
operations.
Since the $10.0 million aggregate principal of the 5.5% convertible
senior subordinated notes that we issued is convertible into common stock at
$3.25 per share at the option of the holder, there is underlying market risk
related to an increase in our stock price or an increase in interest rates that
may make conversion of these notes into common stock beneficial to the holder.
Conversion of these 5.5% convertible senior subordinated notes will have a
dilutive effect on our common stock.
9
PART II -- OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
We are not currently engaged in any legal proceedings that we expect
would materially harm our business or financial condition.
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders of Corvas was held on May 22, 2001.
The matters described below were submitted to a vote of stockholders. The
Company had 27,364,171 shares of common stock outstanding and entitled to vote
as of March 30, 2001, the date of record for the meeting. At the annual meeting,
holders of a total of 23,128,057 shares of common stock were present in person
or represented by proxy.
a. Election of Class III directors for a three-year term expiring at the
2004 annual meeting.
Name Shares voting for Shares withheld
---- ----------------- ---------------
M. Blake Ingle, Ph.D. 23,111,488 16,569
Burton E. Sobel, M.D. 23,111,488 16,569
Randall E. Woods 23,071,858 56,199
Class I directors continuing in office until the 2002 annual meeting:
J. Stuart Mackintosh
George P. Vlasuk, Ph.D.
Class II directors continuing in office until the 2003 annual meeting:
Susan B. Bayh
Michael Sorell, M.D.
Nicole Vitullo
b. A proposal to approve an increase in the number of authorized shares of
common stock.
For 22,805,018
Against 19,585
Abstain 303,454
10
c. A proposal to ratify the appointment of KPMG LLP as our independent
auditors for the fiscal year ending December 31, 2001.
For 23,084,335
Against 15,054
Abstain 28,658
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit Number Description
-------------- -----------
3.6 Restated Certificate of Incorporation.
10.56 Collaborative Agreement between Incyte
Genomics, Inc. and Corvas International,
Inc., dated as of July 30, 2001.(1)
b. Reports on Form 8-K
There were no reports on Form 8-K filed for the quarter ended
June 30, 2001.
- ----------
(1) Confidential treatment has been requested from the Securities and Exchange
Commission for portions of this exhibit.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CORVAS INTERNATIONAL, INC.
Date: August 13, 2001 By: /s/ RANDALL E. WOODS
---------------------------------------
Randall E. Woods
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 13, 2001 By: /s/ CAROLYN M. FELZER
---------------------------------------
Carolyn M. Felzer
Vice President and Controller
(Principal Financial Officer)
12