UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (date of earliest event reported): November 7, 2002
VIVUS, INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NUMBER: 0–23490
| DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
94–3136179 (I.R.S. EMPLOYER IDENTIFICATION NO.) |
| 1172 CASTRO STREET MOUNTAIN VIEW, CA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES |
94040 (ZIP CODE) |
(650) 934–5200
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT)
Item 5. Other Events.
On November 6, 2002, the Company issued a press release revising its loss for the third quarter ended September 30, 2002 by an additional $321,000. This press release is filed as an Exhibit hereto and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
| Exhibit Number |
Description | ||
| 99.1 | Press Release issued by the Company. |
2
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.
Date: November 7, 2002
| VIVUS, INC. | ||
/s/ RICHARD WALLISER Richard Walliser Vice President and Chief Financial Officer |
||
/s/ LELAND F. WILSON Leland F. Wilson President and Chief Executive Officer |
3
VIVUS, INC.
INDEX TO EXHIBITS
| Exhibit | Description | ||
| 99.1 | Press Release issued by the Company. | ||
| |
4
Exhibit 99.1
FOR IMMEDIATE RELEASE
VIVUS REVISES THIRD QUARTER FINANCIAL RESULTS
MOUNTAIN VIEW, Calif. (November 6, 2002) — VIVUS, Inc. (Nasdaq NM: VVUS), a pharmaceutical company developing innovative products to improve quality of life, today revised its financial results for the three and nine months ended September 30, 2002.
For the third quarter of 2002, VIVUS reports a revised net loss of ($3.7) million, or ($0.11) net loss per share, compared to a previously reported net loss of ($3.4) million, or ($0.10) net loss per share. For the nine months ended September 30, 2002, the Company reports a revised net loss of ($8.9) million, or ($0.27) net loss per share, as compared to a previously reported net loss of ($8.6) million, or ($0.26) net loss per share.
The additional $321 thousand net loss reported is due to costs associated with a marketing program. These costs were not previously recognized in the third quarter financial statements released on October 16, 2002 and were discovered after receiving a status report from the third party vendor relating to the marketing program.
About VIVUS
VIVUS, Inc. is a pharmaceutical company engaged in the development of innovative therapies for the treatment of quality-of-life disorders in men and women, with a focus on sexual dysfunction. Current development programs target Female Sexual Dysfunction (FSD), Erectile Dysfunction (ED) and Premature Ejaculation (PE). The Company developed and markets in the U.S. MUSE® (alprostadil) and ACTIS®, two innovations in the treatment of erectile dysfunction, and has partnered with Meda AB (Stockholm:MEDAa.ST) for the international marketing and distribution of its male transurethral ED products. In Canada, VIVUS has partnered exclusively with Paladin Labs (TSE: PLB) to market and distribute MUSE.
Note to editors and investors: Additional written materials, recent releases and Company information are available through a variety of sources, including the VIVUS website www.vivus.com and the VIVUS Fax-On-Demand Service (1-888-329-5719).
This news release contains forward-looking statements about the potential commercialization of products in treating male and female sexual dysfunction and reflects management’s current beliefs. However, as with any pharmaceutical under development, there are significant risks in development, regulatory approval and commercialization of new products. There are no guarantees that future clinical studies discussed in this news release will be successful or that any product will receive regulatory approval for any indication. Further, even if the Company were to receive regulatory approval for a product, there could be no assurance that such a product would prove to be commercially successful. Please see the Company’s filings with the Securities and Exchange Commission including, without limitation, the Company’s Form 10-K and Forms 10-Q, which identify these and other risks and uncertainties that may cause actual results or events to differ materially from those described in this news release.
Updated Financial Tables Follow
VIVUS, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amount)
| Three Months Ended | Nine Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | September 30, | September 30, | |||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||
| Revenue | ||||||||||||||
| US product | $ | 3,683 | $ | 5,146 | $ | 14,920 | $ | 15,415 | ||||||
| International product | 155 | 708 | 1,024 | 3,759 | ||||||||||
| Returns provision | (308 | ) | (301 | ) | (1,484 | ) | (892 | ) | ||||||
| Total revenue | 3,530 | 5,553 | 14,460 | 18,282 | ||||||||||
| Cost of goods sold | 2,292 | 3,286 | 7,196 | 10,083 | ||||||||||
| Gross profit | 1,238 | 2,267 | 7,264 | 8,199 | ||||||||||
| Operating expenses: | ||||||||||||||
| Research and development | 2,707 | 2,002 | 9,460 | 9,943 | ||||||||||
| Selling, general and administrative | 2,607 | 2,429 | 8,007 | 7,378 | ||||||||||
| Total operating expenses | 5,314 | 4,431 | 17,467 | 17,321 | ||||||||||
| Loss from operations | (4,076 | ) | (2,164 | ) | (10,203 | ) | (9,122 | ) | ||||||
| Interest and other income | 354 | 550 | 1,015 | 1,710 | ||||||||||
| Loss before benefit for income taxes | (3,722 | ) | (1,614 | ) | (9,188 | ) | (7,412 | ) | ||||||
| Benefit for income taxes | -- | 492 | 268 | 492 | ||||||||||
| Net loss | $ | (3,722 | ) | $ | (1,122 | ) | $ | (8,920 | ) | $ | (6,920 | ) | ||
| Net loss per share: | ||||||||||||||
| Basic | $ | (0.11 | ) | $ | (0.03 | ) | $ | (0.27 | ) | $ | (0.21 | ) | ||
| Diluted | $ | (0.11 | ) | $ | (0.03 | ) | $ | (0.27 | ) | $ | (0.21 | ) | ||
| Shares used in per share computation | ||||||||||||||
| Basic | 32,950 | 32,609 | 32,882 | 32,538 | ||||||||||
| Diluted | 32,950 | 32,609 | 32,882 | 32,538 | ||||||||||
VIVUS, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amount)
| September 30, | December 31, | |||||||
| 2002 | 2001 | |||||||
| (unaudited) | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 6,180 | $ | 11,545 | ||||
| Available-for-sale securities | 12,497 | 7,835 | ||||||
| Accounts receivable, net | 3,099 | 2,314 | ||||||
| Inventories, net | 2,733 | 3,100 | ||||||
| Prepaid expenses and other assets | 1,271 | 780 | ||||||
| Total current assets | 25,780 | 25,574 | ||||||
| Property and equipment, net | 10,718 | 12,378 | ||||||
| Restricted cash | 3,324 | 3,324 | ||||||
| Available-for-sale securities, non-current | 11,237 | 17,298 | ||||||
| Total assets | $ | 51,059 | $ | 58,574 | ||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 842 | $ | 1,241 | ||||
| Accrued and other liabilities | 9,867 | 9,435 | ||||||
| Total current liabilities | 10,709 | 10,676 | ||||||
| Accrued and other long-term liabilities | 4,359 | 3,923 | ||||||
| Total liabilities | 15,068 | 14,599 | ||||||
| Stockholders' equity: | ||||||||
| Common stock; $.001 par value; shares | ||||||||
| authorized 200,000; shares outstanding - | ||||||||
| September 30, 2002, 32,950; | ||||||||
| December 31, 2001 32,693; | 33 | 33 | ||||||
| Paid-in-capital | 134,843 | 133,988 | ||||||
| Accumulated other comprehensive income | 403 | 322 | ||||||
| Accumulated deficit | (99,288 | ) | (90,368 | ) | ||||
| Total stockholders' equity | 35,991 | 43,975 | ||||||
| Total liabilites and stockholder's equity | $ | 51,059 | $ | 58,574 | ||||