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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 September 30, 1999.
[_] 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: 0-28420
Integ Incorporated
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(Exact name of registrant as specified in its charter)
Minnesota 41-167017
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
2800 Patton Road, St. Paul, MN 55113
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Telephone Number: (651) 639-8816
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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 the filing
requirements for at least the past 90 days. Yes [X] No [_]
As of November 9, 1999, the registrant had 9,666,284 shares of $.01 par value
common stock issued and outstanding.
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INTEG INCORPORATED
INDEX
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PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Balance Sheets as of September 30, 1999 and December 31, 1998 3
Statements of Operations for the three and nine months ended
September 30, 1999 and 1998 and for the period from April 3, 1990
(inception) through September 30, 1999 4
Statements of Cash Flows for the three and nine months ended
September 30, 1999 and 1998 and for the period from April 3, 1990
(inception) through September 30, 1999 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
PART II. OTHER INFORMATION
Item 2. Changes in Securities (Use of proceeds from public offering) 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
2
Integ Incorporated
(A Development Stage Company)
Balance Sheets
September 30 December 31
1999 1998
-------------------- ----------------
(unaudited)
Assets
- ------
Current assets:
Cash and cash equivalents $ 4,486,801 $ 11,175,695
Prepaid expenses 275,772 132,229
-------------------- ----------------
Total current assets 4,762,573 11,307,924
-------------------- ----------------
Furniture and equipment 9,581,845 9,538,478
Less accumulated depreciation (3,561,047) (2,715,684)
-------------------- ----------------
6,020,798 6,822,794
Other assets 11,129 23,883
-------------------- ----------------
Total assets $ 10,794,500 $ 18,154,601
==================== ================
Liabilities and shareholders' equity
- ------------------------------------
Current liabilities:
Accounts payable and accrued expenses $ 717,827 $ 1,013,581
Current portion of capital lease obligations 35,142 145,761
Current portion of long-term debt 1,397,205 1,251,247
-------------------- ----------------
Total current liabilities 2,150,174 2,410,589
-------------------- ----------------
Long-term liabilities:
Capital lease obligations, less current portion - 14,178
Long-term debt, less current portion 1,634,691 2,672,018
-------------------- ----------------
Total long-term liabilities 1,634,691 2,686,196
-------------------- ----------------
Shareholders' equity:
Common Stock 96,578 95,807
Additional paid-in capital 54,711,805 54,616,721
Deficit accumulated during the development stage (47,700,049) (41,524,253)
-------------------- ----------------
7,108,334 13,188,275
Deferred compensation (98,698) (130,459)
-------------------- ----------------
Total shareholders' equity 7,009,636 13,057,816
-------------------- ----------------
Total liabilities and shareholders' equity $ 10,794,500 $ 18,154,601
==================== ================
3
Integ Incorporated
(A Development Stage Company)
Statement of Operations
(unaudited)
Period from
Three Months Ended Nine Months Ended April 3, 1990
September 30 September 30 (Inception) to
--------------------------- ---------------------------- September 30
1999 1998 1999 1998 1999
----------- ----------- ----------- ----------- --------------
Operating expenses:
Research and development $ 449,491 $ 1,092,630 $ 1,828,079 $ 4,395,774 $ 23,370,227
Manufacturing development 409,753 472,628 1,495,334 1,755,799 8,663,611
Clinical and regulatory - 400,028 230,212 1,023,226 3,727,034
General and administrative 542,776 350,485 2,349,499 1,401,789 10,865,532
Sales and marketing - 30,393 29,973 372,741 2,630,428
----------- ----------- ----------- ----------- ------------
Operating loss (1,402,020) (2,346,164) (5,933,097) (8,949,329) (49,256,832)
----------- ----------- ----------- ----------- ------------
Other income (expense):
Interest income 68,275 197,275 290,232 722,785 4,719,230
Interest expense (156,691) (303,321) (532,194) (908,931) (3,033,992)
Other (net) (576) - (735) 94,648 (128,455)
----------- ----------- ----------- ----------- ------------
(88,992) (106,046) (242,697) (91,498) 1,556,783
----------- ----------- ----------- ----------- ------------
Net loss for the period and
deficit accumulated during
the development stage $(1,491,012) $(2,452,210) $(6,175,794) $(9,040,827) $(47,700,049)
=========== =========== =========== =========== ============
Net loss per share:
Basic and diluted ($0.15) ($0.26) ($0.64) ($0.96) ($13.92)
=========== =========== =========== =========== ============
Weighted average number of
common shares outstanding:
Basic and diluted 9,657,784 9,517,034 9,643,883 9,459,875 3,427,271
=========== =========== =========== =========== ============
4
Integ Incorporated
(A Development Stage Company)
Statements of Cash Flows
Period from
Three Months Ended Nine Months Ended April 3, 1990
September 30 September 30 (Inception) to
------------------------ ------------------------ September 30
1999 1998 1999 1998 1999
----------- ----------- ----------- ----------- ------------
Operating activities:
Net loss $(1,491,012) $(2,452,210) $(6,175,794) $(9,040,827) $(47,700,049)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation 299,108 272,596 847,637 798,034 3,600,154
Deferred compensation amortization 10,587 19,016 31,761 71,243 1,122,481
Amortization of loan committment fee - 96,207 - 293,029 250,074
Stock grants in lieu of compensation 94,893 94,893
Loss(gain) on sale of equipment and deposit write-off - - (901) - 94,744
Value of options and warrants related to debt
financing, lease guarantee, extension of
options and consulting services 3,826 4,567 11,477 13,779 382,613
Changes in operating assets and liabilities:
Receivables - - - - (28,829)
Prepaid expenses and other assets (62,263) 6,418 (143,542) 24,264 88,983
Accounts payable and accrued expenses 55,029 (101,674) (294,481) (121,457) 719,100
----------- ----------- ----------- ----------- ------------
Net cash used in operating activities (1,184,725) (2,155,080) (5,628,950) (7,961,935) (41,375,836)
----------- ----------- ----------- ----------- ------------
Investing activities:
Purchase of furniture and equipment (32,893) (107,159) (48,240) (1,269,010) (8,918,267)
Proceeds from sale of furniture and equipment - 1,111 3,500 1,111 51,440
----------- ----------- ----------- ----------- ------------
Net cash used in investing activities (32,893) (106,048) (44,740) (1,267,899) (8,866,827)
----------- ----------- ----------- ----------- ------------
Financing activities:
Proceeds from sale of Convertible Preferred Stock - - - - 22,789,732
Proceeds from bridge loan debt - - - - 2,900,000
Proceeds from borrowings under loan agreement - - - 754,989 5,486,446
Payments on long-term debt (296,973) (221,072) (891,369) (604,034) (2,307,234)
Payments on capital lease obligations (41,233) (39,412) (124,797) (115,293) (658,923)
Proceeds from sale of Common Stock - 71,225 962 153,424 26,519,443
----------- ----------- ----------- ----------- ------------
Net cash provided by financing activities (338,206) (189,259) (1,015,204) 189,086 54,729,464
----------- ----------- ----------- ----------- ------------
(Decrease) increase in cash and cash equivalents (1,555,824) (2,450,387) (6,688,894) (9,040,748) 4,486,801
Cash and cash equivalents at beginning of period 6,042,625 15,186,396 11,175,695 21,776,757 -
----------- ----------- ----------- ----------- ------------
Cash and cash equivalents at end of period $ 4,486,801 $12,736,009 $ 4,486,801 $12,736,009 $ 4,486,801
=========== =========== =========== =========== ============
5
INTEG INCORPORATED
(A Development Stage Company)
Notes To Financial Statements
(unaudited)
(1) Basis of Presentation
The accompanying financial statements, which are unaudited except for the
balance sheet as of December 31, 1998, have been prepared in accordance with
instructions to Form 10-Q and do not include all the information and notes
required by Generally Accepted Accounting Principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. These financial statements should be read in conjunction with the
financial statements and accompanying notes from the Company's Annual Report on
Form 10-K for the year ended December 31, 1998 filed with the Securities and
Exchange Commission.
(2) Net Loss Per Share
Loss per share is calculated under FASB Statement 128. Basic loss per share is
based on the weighted average shares outstanding and exclude any dilutive
effects of options and warrants. Diluted loss per share for the company is the
same as basic earnings per share because the effect of options and warrants is
anti-dilutive.
(3) Equipment Loan Agreement
During 1996, the Company entered into an equipment loan agreement, which
provides for borrowings up to $12.5 million to finance the purchase of equipment
and fixtures including automated manufacturing equipment and tooling. Loans are
paid back monthly over a four-year period. The obligation of the lender to make
additional loans expired December 31, 1998. The Company borrowed a total of $5.5
million under the agreement.
6
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Cautionary Statement
This Quarterly Report on Form 10-Q contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. When used in
this Form 10-Q and in future filings by the Company with the Securities and
Exchange Commission, in the Company's press releases and in oral statements made
with the approval of an authorized executive officer, the words or phrases
"believes," "anticipates," "expects," "intends," "will likely result,"
"estimates," "projects" or similar expressions are intended to identify such
forward-looking statements, but are not the exclusive means of identifying such
statements. These forward-looking statements involve risks and uncertainties
that may cause the Company's actual results to differ materially from the
results discussed in the forward-looking statements. Factors that might cause
such differences include, but are not limited to, the following: risks
associated with the development of a new technology; dependence on the
LifeGuide(TM) System, which is still under development; uncertainty of market
acceptance; risks associated with the Company's history of operating losses,
accumulated deficit, expectation of future losses and availability of financing
in the year 2000; risks associated with the corporate alliance; risks associated
with limited clinical testing experience; uncertainty of obtaining Food and Drug
Administration clearances or approvals of a 510 (k) notification, a PMA or any
similar FDA submission; heightened competition; risk of technological
obsolescence; risks associated with the lack of manufacturing capability and
dependence on suppliers; risks associated with the company's dependence on
proprietary technology, including those related to adequacy of patent and trade
secret protection; risks associated with retaining key personnel and attracting
additional qualified skilled personnel; and the risks associated with product
liability and limited insurance coverage.
The Company wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The Company
undertakes no obligation to revise any forward-looking statements in order to
reflect events or circumstances after the date of such statements. Readers are
urged to carefully review and consider the various disclosures made by the
Company in this report and in the Company's other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the risks and factors that may affect the Company's business. Such
forward-looking statements are qualified in their entirety by the cautions and
risk factors set forth under "Cautionary Statement" filed as Exhibit 99.1 to
this Quarterly Report on Form 10-Q.
General
Integ, a development stage company, was incorporated on April 3, 1990 to develop
the LifeGuide(TM) System, a next generation, hand-held glucose monitoring
product for use by people with diabetes that avoids the pain and blood
associated with conventional "finger-
7
stick" technologies. Utilizing the Company's proprietary interstitial fluid
sampling technology, the LifeGuide System will allow people with diabetes to
frequently self-monitor their glucose levels without repeatedly enduring the
pain of lancing their fingers to obtain a blood sample.
From inception through September 30, 1999, the Company has incurred losses
totaling $47.7 million, consisting of $23.4 million of research and development
expenses, $10.9 million of general and administrative expenses, $8.7 million of
manufacturing development expenses and $4.7 million of other expenses net of
interest income. The Company's activities have consisted primarily of research
and product development, product design, and development of the manufacturing
equipment and processes and marketing strategies needed for the introduction of
the LifeGuide System. The Company has generated no revenue and has sustained
significant operating losses each year since inception. The Company expects such
losses to continue for the next several years.
On April 5, 1999 the Company announced that it had entered into a strategic
alliance with Amira Medical to jointly develop a new generation of home glucose
monitoring tests utilizing interstitial fluid (ISF). Under the alliance,
products to be developed will combine Integ's ISF collection technology with the
Amira's glucose measurement technologies. Both companies will contribute
resources to the products' development, which will be manufactured by the
Company and commercialized by Amira.
As part of the strategic alliance agreement, the Company will have the option at
a future date, to merge with Amira, subject to certain conditions. The complete
terms of the agreement are available as an exhibit to the Integ Current Report
on Form 8-K filed with the Securities and Exchange Commission on April 9, 1999.
As part of the strategic alliance the Company and Amira have established a joint
product development plan. This plan involves four product platform phases:
feasibility, calibration, clinical and commercial. The Company has completed the
feasibility phase of the plan, where it demonstrated the ability to measure ISF
glucose using the Amira AtLast(TM) system in a non-integrated fashion. The
Company is currently in the calibration phase of the joint development plan. The
Company has established a new budget in support of this joint development plan,
which takes into account the contributions that Amira is making toward
completion of LifeGuide product development. This budget became effective June
1, 1999.
In October 1999, the Company conducted two internal trials on people with
diabetes using hand-held prototype clinical meters and sampling keys. These
trials tested the calibration of the system in a predictive manner and the
ergonomics of the system. The trial results met the Company's internal
requirements for ISF sampling success rate and glucose measurement performance
and provided information to refine the commercial product design. The Company
believes it is nearing the end of calibration phase. Upon completion of the
development and calibration of the clinical product, it will initiate Food and
Drug Administration clinical trials. Although there can be no assurance, the
Company expects these trials will be initiated during the first half of 2000.
8
The Company's future success is dependent upon the successful development of the
LifeGuide System, the development of which is ongoing and the complete efficacy
of which has not yet been demonstrated, and upon its ability to exercise its
option to merge with Amira. The Company is currently focused on the research and
development activities necessary to complete the LifeGuide System in order to
meet the product specifications and initiate clinical trials.
Results of Operations
Comparison of Three and Nine Months Ended September 30, 1999 and 1998
General: The Company's net loss totaled $1.5 million and $6.2 million for the
three and nine months ended September 30, 1999, as compared to $2.5 million and
$9.0 million for the same periods in 1998. The Company's net loss for the first
quarter ended March 31, 1999 and second quarter ended June 30, 1999 was $2.0
million and $2.7 million, respectively. The Company incurred a one-time special
charge of $1,075,000 during the second quarter associated with the formation of
the strategic alliance with Amira. In accordance with the terms of the strategic
alliance, the Company has charged certain development expenses incurred to
Amira. The Company expects net losses to continue for the next several years.
Research and development expenses: Research and development expenses decreased
to $449,000 during the three months ended September 30, 1999 from $1,093,000
during the same period in 1998. This decrease was primarily attributable to
decreased staffing costs ($156,000), the elimination of the allocation of pilot
plant costs from manufacturing development ($97,000), decreased consulting
expenses ($181,000), severance expenses ($95,000), depreciation expense
($48,000), software expense ($10,000) as well as the allocation of expenses to
Amira ($72,000). These decreases were partially offset by an increase patent
legal expense ($15,000). For the first nine months of 1999 expenses decreased to
$1,828,000 from $4,396,000 during the same period in 1998. This decrease was
primarily attributable to decreased staffing costs ($659,000), the elimination
of the allocation of pilot plant costs allocated from manufacturing development
($616,000), decreased consulting expenses ($824,000), severance expenses
($188,000), prototype expenses ($100,000), recruitment expense ($52,000), lab
supply expense ($41,000), the allocation of expenses to Amira Medical ($96,000)
as well as a decrease in other expenses ($34,000). These decreases were
partially offset by an increase in patent legal expense ($42,000).
Manufacturing development expenses: Manufacturing development expenses decreased
to $410,000 during the three months ended September 30, 1999 from $473,000
during the same period in 1998. The decrease in manufacturing development
expenses is primarily attributable to decreased staffing costs ($19,000),
prototype expenses ($41,000), the allocation of expenses to Amira Medical
($139,000), decreased depreciation expense ($39,000) as well as a decrease in
consulting expenses of ($21,000). These decreases were partially offset by the
elimination of the allocation of pilot plant costs to research and development
($97,000) and increased prototype tooling and test fixtures expenses ($93,000)
as well as an increase in other expenses ($6,000). For the first nine
9
months of 1999 expenses decreased to $1,495,000 from $1,756,000 for the same
period in 1998. The decrease in manufacturing development expenses is primarily
attributable to decreased staffing costs ($121,000), prototype expenses
($430,000), severance expense ($78,000), training and development expense
($31,000), travel expense ($36,000), decreased facility allocations ($23,000),
decreased consulting expenses ($35,000), the allocation of expenses to Amira
Medical ($159,000) as well as a decrease in other expenses of ($48,000). These
decreases were partially offset by the elimination of the allocation of pilot
plant costs to research and development ($616,000) and increased prototype
tooling and test fixture expenses ($84,000).
Clinical and regulatory expenses: Because of the strategic alliance with Amira,
the Company no longer incurs expenses categorized previously as Clinical and
regulatory effective June 1, 1999. For the six months ended June 30, 1999
clinical and regulatory expenses of $230,000 consisted of staffing costs
($145,000), consulting expense ($17,000), allocated facility expenses ($23,000)
and depreciation expense ($45,000).
General and administrative expenses: General and administrative expenses
increased to $543,000 during the three months ended September 30, 1999 from
$350,000 during the same period in 1998. The increase is primarily attributable
to increased staffing costs ($110,000) and increased depreciation expense
($142,000). Increased staffing costs are attributable to a realignment and
consolidation of resources due to the strategic alliance with Amira. As
previously stated, Amira is now providing substantial clinical and regulatory
support. The balance of expenses previously classified as clinical and
regulatory, are now reported as general and administrative. This increase was
partially offset by decreased insurance costs ($34,000), travel costs ($16,000)
and a decrease in other expenses ($9,000). For the first nine months ended
September 30, 1999 expenses increased to $2,349,000 from $1,402,000 for the same
period in 1998. The increase is primarily attributable to a one-time special
charge of $1,075,000 associated with the formation of the strategic alliance
with Amira and an increase in staffing costs ($88,000). The increase was
partially offset by decreased insurance costs ($43,000), recruitment expenses
($74,000), severance expenses ($24,000), travel costs ($16,000) as well as
decreased other expenses ($59,000).
Sales and marketing expenses: Because of the strategic alliance with Amira, the
Company no longer incurs expenses categorized previously as sales and marketing
effective June 1, 1999. For the six months ended June 30, 1999 sales and
marketing expenses of $30,000 consisted of consulting ($22,000) and allocated
facility expenses of ($8,000).
Interest income: Interest income decreased to $68,000 and $290,000 during the
three and nine month periods ended September 30, 1999, from $197,000 and
$723,000 during the same period in 1998. The decrease resulted from lower
average balances of cash and cash equivalents.
Interest expense: Interest expense decreased to $157,000 and $532,000 during the
three and nine month periods ended September 30, 1999, from $303,000 and
$909,000 during the same period in 1998. The decrease in interest expense is
attributable to payments made on long-term debt and capital leases. On September
30, 1999, the Company's long
10
term liabilities, including current portions, were $3,067,000 as compared to
$3,999,000 on September 30, 1998.
Liquidity and Capital Resources
The Company's operations since inception have been funded by net proceeds from
the sale of Common and Preferred Stock totaling approximately $52 million and
proceeds from borrowing under an equipment loan agreement totaling approximately
$5.5 million. As of September 30, 1999, the Company had cash and cash
equivalents of approximately $4.5 million and working capital of $2.6 million.
The Company believes that its current cash balances will be sufficient to fund
its operations until sometime in mid 2000. In order to meet its capital needs
beyond the first half of 2000, the Company may explore raising additional funds
through private or public financings. Adequate funds for the Company's
operations, whether from third parties, financial markets or other sources, may
not be available when needed on terms attractive to the Company or at all.
Insufficient funds may require the Company to delay, scale back or eliminate
some or all of its programs designed to facilitate the commercial introduction
of the LifeGuide System or prevent such commercial introduction entirely. The
Company's future liquidity and capital requirements will depend on numerous
factors, including the success of its strategic alliance with Amira and the
Company's ability to exercise its option to merge with a subsidiary of Amira,
when or if the performance of the LifeGuide System meets the required
performance specifications, the extent to which the Company's LifeGuide System
gains market acceptance, the timing of regulatory actions regarding the
LifeGuide System, manufacturing activities, the results of clinical trials and
competition.
As part of the strategic alliance with Amira, the Company agreed that it would
not take any actions outside the ordinary course of business which would result
in a liability or an obligation to make payments, and would not issue any debt
or debt securities without Amira's consent, and that the amount of any of these
types of liabilities would be deducted from the consideration payable by Amira
in connection with the merger of the Company with a subsidiary of Amira. The
Company also agreed that it would not incur any liabilities or obligations to
make payments in excess of $1,000,000 in the ordinary course of business without
Amira's consent. The Company cannot predict whether these agreements will
adversely affect its ability to meet its future liquidity and capital
requirements.
See Exhibit 99.1 to this Form 10-Q for the quarter ended September 30, 1999 for
a more detailed description of the factors that may affect the Company's future
liquidity and capital requirements.
11
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and non-IT Systems
The Year 2000 Issue is the result of computer programs that were written
using two digits rather than four to define the applicable year. Any of the
Company's computer programs or hardware that have date-sensitive software or
embedded chips may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.
The Company has completed the execution of a plan to resolve the Year 2000
Issue. The plan consisted of four phases: assessment, remediation, testing, and
implementation. These steps have been completed on all systems that could be
significantly affected by the Year 2000 Issue. The last of our systems upgrades,
our internal telephone system was completed and tested in October. Final
verification of the key computer systems was completed by October 31, 1999. The
test results are positive with no system errors being found.
The Company has also completed the gathering information about the Year
2000 compliance status of its significant suppliers and subcontractors (external
agents). No significant issues with any of our suppliers have been identified,
although the Company cannot predict whether any of our suppliers will experience
significant Year 2000 issues.
The Company has been utilizing both internal and external resources to
reprogram or replace, test and implement its systems and equipment for Year 2000
modifications. The total expenses the Company has incurred for the Year 2000
project is approximately $15,000. Since testing is now complete, no additional
expenditures are planned for this project. All Year 2000 related expenses have
been funded through operations.
12
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
The Company has no derivative financial instruments or derivative commodity
instruments in its cash and cash equivalents investments. The Company's cash and
cash equivalents are invested in highly liquid vehicles, including money market
accounts and high-grade commercial paper as guided by the company's investment
policy. As a result of the Company's investment policy, a decrease in the
interest rate earned would not be material to the Company's results. All of the
Company's transactions are conducted in US dollars. Accordingly, the Company is
not exposed to foreign currency risk.
Part II. OTHER INFORMATION
Item 2: Changes in Securities (Use of proceeds from public offering)
The net offering proceeds to the Company from its initial public offering in
1996, after deducting expenses, were approximately $26.1 million. The Company
has used the net offering proceeds to the Company for the following purposes in
the approximate amounts set forth below:
Investment in short-term, interest bearing securities;
primarily investment grade commercial paper $ 4,486,000
and money market funds
Capital expenditures 2,373,000
Research and development and clinical and regulatory
preparation 10,066,000
Manufacturing scale-up and marketing activities 4,909,000
Working capital and other general corporate purposes 4,266,000
-----------
Total use of proceeds $26,100,000
-----------
Except for officer compensation and relocation payments totaling $1,773,087 in
the aggregate, director compensation totaling $256,000 in the aggregate, and
consulting fees paid to a director totaling $172,125, none of such payments were
paid directly or indirectly to (i) officers or directors of the Company or their
affiliates, (ii) persons owning 10% or more of the Company's equity securities
or (iii) affiliates of the Company.
13
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed herewith.
3.1 Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (SEC File No.
333-4352)).
3.2 Amended Bylaws of the Company (incorporated by reference to
Exhibit 3.3 to the Company's Registration Statement of Form
S-1 (SEC File No. 333-4352)).
10.1 Sub-lease Agreement dated July 8, 1999 by and between the
Company and Venturi Group, LLC.
27 Financial Data Schedule.
99.1 Cautionary Statement.
(b) None.
14
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.
INTEG INCORPORATED
(Registrant)
Date: November 12, 1999 By: /s/ Susan L. Critzer
----------------------------------
Susan L. Critzer
President and Chief Executive Officer
Interim Chief Financial Officer
(principal executive officer,
principal financial and accounting
officer)
15
EXHIBIT INDEX
Exhibit
- -------
10.1 Sub-lease Agreement dated July 8, 1999 by and between
the Company and Venturi Group, LLC
27. Financial Data Schedule
99.1 Cautionary Statement.