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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For
the month of March 2008
Commission File Number 000-28508
Flamel Technologies, S.A.
(Translation of registrants name into English)
Parc Club du Moulin à Vent
33 avenue du Dr. Georges Levy
69693 Vénissieux Cedex France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark whether registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82-
INFORMATION FILED WITH THIS REPORT
Document Index
99.1 |
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Press Release regarding 2007 Fourth Quarter and Year End
Results, dated March 3, 2008 |
99.2 |
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Press Release regarding board and management changes, dated March 3, 2008 |
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.
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Flamel Technologies, S.A.
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Dated: March 3, 2008 |
By: |
/s/
Stephen H. Willard
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Name: |
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Stephen H. Willard |
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Title: |
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Chief Executive Officer |
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exv99w1
Exhibit 99.1
For Immediate Release
Flamel Technologies Announces Fourth Quarter and
Year-End Results
Fourth quarter includes strong clinical results; new agreements;
and cash maintained at $41 million.
Lyon, France March 3, 2008 Flamel Technologies (NASDAQ: FLML) today announced its financial
results for the fourth quarter and year ended December 31, 2007. The major achievements of the
fourth quarter were the completion of clinical trials on FT-105 basal insulin and IFN-Alpha XL, as
well as the announcement that Flamel and Merck Serono had entered into a development agreement on a
Merck Serono therapeutic protein.
Stephen H. Willard, Flamels chief executive officer, stated, From both the business development
and the scientific perspective, 2007 was an important year for Flamel. In March, our partner GSK
launched Coreg CR, the first marketed drug using Flamels drug delivery technology. We believe
that COREG CR is well positioned to be a significant contributor to our future results because of
its strengths as a product.
Mr. Willard continued, During 2007, a major focus of our Company was to establish new
relationships with interested partners and to develop our internal projects and technology
platforms. We succeeded in re-establishing and strengthening the Medusa® platform by creating 10
new Medusa relationships, including those with Merck Serono and Wyeth. These relationships are a
strong, well-diversified foundation for us to build the Medusa platform. Most importantly, the
results of the two clinical trials we completed in October on FT-105 basal insulin and Interferon
Alpha XL are compelling proof of concept for those two products and we are actively seeking to
license these products.
Flamels Fourth Quarter Results
Flamel reported total revenues for the fourth quarter 2007 of $10.6 million, versus total revenues
of $7.8 million in the year-ago period. License and research revenue totaled $3.4 million during
the fourth quarter versus $5.6 million during the year-ago period. Fourth quarter license and
research revenue in 2006 included the receipt of a $3 million milestone from GSK; license and
research revenue in Q4 2007 included receipt of $2 million in milestone payments from GSK. Product
sales and services during the period were $4.7 million versus $2.1 million during the year-ago
period. Other revenues were $2.4 million and consisted primarily of royalty income from GSK on the
sales of COREG CR; other revenues in the fourth quarter of 2006 were $0.1 million.
Total costs and expenses during the quarter were $18.1 million and included FAS 123R
options-related expense of $2.2 million; total costs and expenses in the fourth quarter of 2006
were $16.2 million. Costs of goods and services sold were $4.9 million in the fourth quarter of
2007 versus $1.4 million in the year-ago period. Research and development costs in the fourth
quarter totaled $9.6 million versus $10.3 million in the year-ago period. Selling, general, and
administrative costs declined to $3.6 million in the period from $4.6 million in the fourth quarter
of 2006.
Net loss for the fourth quarter of 2007 was ($5.4 million) versus a net loss of ($5.9 million) in
the year-ago period. Net loss per share (basic) was ($0.23) versus ($0.25) in the fourth quarter
of 2006.
Flamels cash and marketable securities were $41.1 million at the end of the fourth quarter.
Flamels 2007 Annual Results
For the calendar year 2007, Flamel reported operating revenue of $36.7 million, as compared to
$23.0 million in 2006. License and research revenue was $10.3 million in 2007, as compared to
$20.3 million in 2006. Product sales and services for the year 2007 were $19.8 million, compared
to $2.1 million in the year-ago period. Other revenues, consisting primarily of royalty income
from sales of COREG CR by GlaxoSmithKline, were $6.6 million in 2007; other revenues in 2006
totaled $0.7 million.
Expenses in 2007 were $77.0 million and included FAS 123R options-related expenses of $11.5
million. Total costs and expenses in 2006 totaled $61.9 million. The increase in expenses was
largely due to costs associated with the manufacture of COREG CR microparticles, pursuant to the
Companys supply agreement with GSK. Costs of goods and services sold were $17.3 million in 2007
versus $6.2 million in 2006.
SG&A in 2007 declined to $16.4 million versus $17.4 million in 2006. Research & Development
expenses were $43.3 million versus $38.2 million in 2006. At a comparable exchange rate, SG&A and
Research and Development Expense respectively would have been $15.0 million and $39.7 million,
representing a reduction of $2.4 million in SG&A and an increase of $1.4 million in Research and
Development.
The Company reported a net loss for the year 2007 of ($37.2 million), or ($1.55) per share, as
compared with a net loss of ($35.2 million) in 2006, or ($1.48) per share.
About Flamel Technologies
Flamel Technologies is a drug delivery company with two intellectual property platforms: Micropump,
for the controlled release of drugs best absorbed in the small intestine; and Medusa, for the
controlled release of proteins, peptides, and other molecules injected subcutaneously. Both of
these platforms offer advantages with respect to efficacy and the reduction of side-effects, in
addition to the obvious benefits associated with more convenient dosing regimens. For detailed
company information, including copies of this and other press releases, see Flamels web site
www.flamel.com.
A conference call to discuss these results is scheduled for 8:30 AM Eastern Standard Time March 4,
2008. The dial-in number is (1) 800-374-1498 (Conference ID number: 36447833). International
callers are invited to dial-in (1) 706-634-7261.
This document contains a number of matters, particularly as related to the status of various
research projects and technology platforms, that constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
The document reflects the current view of management with respect to future events and is subject
to risks and uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements.
These risks include risks that products in the development stage may not achieve scientific
objectives or milestones or meet stringent regulatory requirements, uncertainties regarding market
acceptance of products in development, the impact of competitive products and pricing, and the
risks associated with Flamels reliance on outside parties and key strategic alliances. For further
information on the Company, please review Flamels Annual Report on the Securities and Exchange
Commission Form 20-F for the year ended December 31, 2006.
Contact:
Stephen H. Willard, Chief Executive Officer
Tel: (33) 4-7278-3434
Fax: (33) 4-7278-3435
Willard@Flamel.com
Charles Marlio, Director of Strategic Planning and Investor Relations
Tel: (011) (33) 4-7278-3434
Fax: (011) (33) 4-7278-3435
Marlio@flamel.com
Condensed Consolidated Statements of Operations
(amounts in thousands, except per share data)
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Three months ended |
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Twelve months ended |
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December 31, |
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December 31, |
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2006 |
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2007 |
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2006 |
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2007 |
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Revenue: |
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License and research revenue |
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$ |
5,586 |
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$ |
3,416 |
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$ |
20,263 |
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$ |
10,307 |
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Product sales and services |
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2,064 |
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4,726 |
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2,083 |
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19,768 |
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Other revenues |
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132 |
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2,419 |
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674 |
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6,579 |
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Total revenue |
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7,782 |
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10,561 |
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23,020 |
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36,654 |
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Costs and expenses: |
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Cost of goods and services sold |
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(1,355 |
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(4,877 |
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(6,250 |
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(17,307 |
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Research and development |
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(10,322 |
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(9,648 |
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(38,233 |
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(43,314 |
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Selling, general and administrative |
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(4,571 |
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(3,603 |
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(17,375 |
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(16,390 |
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Total |
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(16,248 |
) |
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(18,128 |
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(61,858 |
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(77,011 |
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Profit (loss) from operations |
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(8,466 |
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(7,567 |
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(38,838 |
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(40,357 |
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Interest
income net |
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623 |
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370 |
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1,987 |
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1,675 |
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Foreign exchange gain (loss) |
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(196 |
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(143 |
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(599 |
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(454 |
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Other income (loss) |
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30 |
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143 |
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131 |
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197 |
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Income (loss) before income taxes |
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(8,009 |
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(7,197 |
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(37,319 |
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(38,939 |
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Income tax benefit (expense) |
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2,152 |
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1,752 |
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2,118 |
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1,694 |
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Net income (loss) |
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$ |
(5,857 |
) |
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$ |
(5,445 |
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$ |
(35,201 |
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$ |
(37,245 |
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Earnings (loss) per share |
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Basic earnings (loss) per ordinary share |
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$ |
(0.25 |
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$ |
(0.23 |
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$ |
(1.48 |
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$ |
(1.55 |
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Diluted earnings (loss) per share |
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$ |
(0.25 |
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$ |
(0.23 |
) |
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$ |
(1.48 |
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$ |
(1.55 |
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Weighted average number of shares outstanding (in thousands) : |
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Basic |
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23,812 |
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24,024 |
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23,812 |
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24,024 |
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Diluted |
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23,812 |
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24,024 |
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23,812 |
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24,024 |
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exv99w2
Exhibit 99.2
For Immediate Release
Flamel Technologies Announces Nomination of Dr. Frank Fildes to
Board of Directors
Flamel Technologies also announces departure of Michel Finance and
appointment of Sian Crouzet
Lyon, France March 3, 2008 Flamel Technologies (Nasdaq: FLML) announced today that the Board
of Directors has elected Dr. Frank J. Fildes, PhD to serve as a member of the Companys Board of
Directors. Dr. Fildes was elected to replace Cor Boonstra, who is retiring from his position with
Flamel. Dr. Fildes will also assume Mr. Boonstras position on the Audit Committee of the Company.
Dr. Fildes is the former Senior Vice President: Head of Global Development for AstraZeneca, PLC,
where he was responsible for the development, registration, and technical support of AstraZeneca
products worldwide. He currently serves as a director of ProStrakan Group PLC and Piramed, Ltd.
He also serves as a member of the Scientific Advisory Board of UCB Pharmaceuticals; as a member of
the Portfolio Review Board of Ferring Pharmaceuticals; and as a member of the New Agents
Development Committee for Cancer Research UK, the United Kingdoms leading cancer charity. Dr.
Fildes is a Fellow of the Royal Society of Medicine and the Royal Society of Chemistry.
Dr. Fildes commented, In recent months, I have had the opportunity for an in-depth review of
Flamels technology platforms with its scientists and technologists, and I believe that Flamel
offers clinically and commercially compelling drug delivery solutions to pharmaceutical and
biotechnology companies. I am delighted to be asked to serve as a member of Flamels Board of
Directors.
The Board of Directors and the entire Flamel team are looking forward to working more closely with
Dr. Fildes, who adds a further wealth of pharmaceutical experience and scientific knowledge to our
Board, said Elie Vannier, the chairman of the Board of Directors of Flamel Technologies. Stephen
H. Willard, Flamels chief executive officer added:
Dr. Fildes drug development roles at
AstraZeneca are of obvious help to us in every aspect of our work. Furthermore, as a Ph.D in
polymer chemistry, he intimately understands the fundamental science that underpins our technology
offerings to clients. Dr. Fildes has developed a close relationship with many of our top
scientists. We all are pleased and honored that he has agreed to be nominated to serve the Company
as a member of our Board of Directors.
Mr. Vannier and Mr. Willard continued: We would also like to express our deep appreciation and
that of our fellow directors for the intelligence, no-nonsense approach, and time that Cor Boonstra
has dedicated to Flamel Technologies since 2005. He has been a wonderful resource of business
acumen and has contributed in many ways to our Company over the past few years. He will always
have our thanks for all his efforts on our behalf, and our board will sincerely miss him.
Flamel Technologies also announced today that Michel Finance, Executive Vice President and Chief
Financial Officer, will be leaving the Company to pursue other interests. Sian Crouzet, Flamels
Financial Controller will assume the role of Principal Financial Officer.
Mrs. Crouzet has served the company as Flamels Financial Controller since 2005. Mrs. Crouzet
previously worked as Financial Controller France for McCormick & Company Inc. Previous to that,
she was an external auditor with Ernst and Young. She is a UK Chartered Accountant and a graduate
of Bradford University.
Mr. Willard stated, I wish to thank Michel Finance for his work over the past two and a half years
and wish him well in his future endeavors. We are very fortunate to have Sians experience and
practical knowledge of the Company which has been developed as our Controller over the past two and
a half years. I am looking forward to working with her in her new role as Principal Financial
Officer.
A conference call to discuss Flamels fourth quarter and 2007 annual results is scheduled for 8:30
AM Eastern Standard Time March 4, 2008. The dial-in number is (1) 800-374-1498 (Conference ID
number: 36447833). International callers are invited to dial-in (1) 706-634-7261.
Flamel Technologies, S.A. is a biopharmaceutical company principally engaged in the development of
two unique polymer-based delivery technologies for medical applications. Flamels Medusa®
technology is designed to deliver controlled-release formulations of therapeutic proteins and
peptides, without reduction in bioactivity. Micropump® is a controlled release and taste-masking
technology for the oral administration of small molecule drugs; it is the intellectual platform
licensed by GlaxoSmithKline for the development of COREG CR.
Contact:
Stephen H. Willard, Chief Executive Officer
Tel: (33) 4-7278-3434
Fax: (33) 4-7278-3435
Willard@Flamel.com
Charles Marlio, Director of Strategic Planning and Investor Relations
Tel: (33) 4-7278-3434
Fax: (33) 4-7278-3435
Marlio@flamel.com
This document contains a number of matters, particularly as related to financial projections and
the status of various research projects and technology platforms, that constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995.
The presentation reflects the current view of management with respect to future events and is
subject to risks and uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements.
These risks include risks that products in the development stage may not achieve scientific
objectives or milestones or meet stringent regulatory requirements, uncertainties regarding market
acceptance of products in development, the impact of competitive products and pricing, and the
risks associated with Flamels reliance on outside parties and key strategic alliances.
These and other risks are described more fully in Flamels Annual Report on the Securities and
Exchange Commission Form 20-F for the year ended December 31, 2006.