UNITED STATES 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 December 31, 1996 ----------------- [ ] 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: 0-26642 ------- MYRIAD GENETICS, INC. (Exact name of registrant as specified in its charter) DELAWARE 87-0494517 -------- ---------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 320 WAKARA WAY, SALT LAKE CITY, UT 84108 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (801) 584-3600 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] As of February 6, 1997, the registrant had 8,956,676 shares of common stock outstanding.
MYRIAD GENETICS, INC. INDEX TO FORM 10-Q <TABLE> <CAPTION> Page ---- <S> <C> PART I - Financial Information Item 1. Financial Statements. Condensed Consolidated Balance Sheet as of December 31, 1996 and June 30, 1996 3 Condensed Consolidated Statements of Operations for the three months and six months ended December 31, 1996 and 1995 4 Condensed Consolidated Statements of Cash Flows for the three months and six months ended December 31, 1996 and 1995 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II - Other Information Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 3. Defaults Upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURE(S) 14 </TABLE> 2
MYRIAD GENETICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> Dec. 31, 1996 (Unaudited) June 30, 1996 ------------- ------------- <S> <C> <C> Assets ------ Current assets: Cash and cash equivalents $ 15,259,726 $ 13,235,680 Marketable investment securities 24,747,865 37,212,454 Non trade receivables 123,896 79,066 Prepaid expenses 316,050 88,423 ------------ ------------ Total current assets 40,447,537 50,615,623 ------------ ------------ Equipment and leasehold improvements: Equipment 11,568,106 9,097,484 Leasehold improvements 1,728,901 863,306 Construction in progress - 810,108 ------------ ------------ 13,297,007 10,770,898 Less accumulated depreciation and amortization 2,200,089 1,375,366 ------------ ------------ Net equipment and leasehold improvements 11,096,918 9,395,532 Long-term marketable investment 22,284,617 19,554,646 securities Other assets 61,114 41,696 ------------ ------------ $ 73,890,186 $ 79,607,497 ============ ============ Liabilities and Stockholders' Equity - ------------------------------------ Current liabilities: Accounts payable $ 2,253,282 $ 2,193,285 Accrued liabilities 1,038,801 786,791 Deferred revenue 5,699,735 5,661,376 Current portion of notes payable 325,279 308,658 ------------ ------------ Total current liabilities 9,317,097 8,950,110 ------------ ------------ Notes payable, less current portion 304,734 471,640 Stockholders' equity Common stock, $0.01 par value, 15,000,000 shares authorized; issued and outstanding 8,773,462 shares Dec. 31, 1996, 8,702,215 shares June 30, 1996 87,734 87,022 Additional paid-in capital 87,038,588 87,015,215 Fair value adjustment on available-for-sale marketable investment securities 9,232 (67,865) Deferred compensation (1,642,246) (1,907,513) Accumulated deficit (21,224,953) (14,941,112) ------------ ------------ Net stockholders' equity 64,268,355 70,185,747 ------------ ------------ $ 73,890,186 $ 79,607,497 ============ ============ </TABLE> See accompanying notes to condensed consolidated financial statements. 3
MYRIAD GENETICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS <TABLE> <CAPTION> Three Months Ended Six Months Ended ----------------------------- ----------------------------- Dec. 31, 1996 Dec. 31, 1995 Dec. 31, 1996 Dec. 31, 1995 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Revenues: Research revenue $ 2,717,740 $ 1,668,775 $ 4,913,521 $ 2,681,675 Genetic testing revenue 34,060 - 34,060 - ------------ ----------- ------------ ------------ Total revenues 2,751,800 1,668,775 4,947,581 2,681,675 ------------ ----------- ------------ ------------ Expenses: Cost of goods sold 24,283 - 24,283 - Research and development expense 5,045,154 2,796,727 9,139,897 5,177,913 Selling, general and administrative expense 1,997,108 485,753 3,757,067 893,911 ------------ ----------- ------------ ------------ Total expenses 7,066,545 3,282,480 12,921,247 6,071,824 ------------ ----------- ------------ ------------ Operating loss (4,314,745) (1,613,705) (7,973,666) (3,390,149) Other income (expense): Interest income 886,783 986,533 1,735,277 1,261,756 Interest expense (17,739) (25,351) (37,391) (52,396) Gain/(loss) on sale of fixed assets (7,992) 1,200 (7,992) (73,436) ------------ ----------- ------------ ------------ 861,052 962,382 1,689,894 1,135,924 ------------ ----------- ------------ ------------ Net loss ($3,453,693) ($651,323) ($6,283,772) ($2,254,225) ============ =========== ============ ============ Net loss per share ($0.39) ($0.08) ($0.72) ($0.34) ============ =========== ============ ============ Weighted average shares outstanding 8,743,530 8,138,356 8,728,177 6,602,842 </TABLE> See accompanying notes to condensed consolidated financial statements. 4
MYRIAD GENETICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS <TABLE> <CAPTION> Three Months Ended Six Months Ended ----------------------------- ----------------------------- Dec. 31, 1996 Dec. 31, 1995 Dec. 31, 1996 Dec. 31, 1995 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ------------- ------------- ------------- ------------- <S> <C> <C> <C> <C> Cash flows from operating activities: Net loss ($3,453,693) ($651,323) ($6,283,772) ($2,254,225) Adjustments to reconcile net loss to net cash, provided by (used in) operating activities: Depreciation and amortization 612,413 313,937 1,109,180 759,642 Loss (gain) on sale of equipment 7,992 (1,200) 7,992 73,436 (Increase) decrease in non-trade receivables (106,909) 1,355,428 (44,830) 49,680 (Increase) decrease in other assets (239,018) 175,271 (247,045) 36,232 (Decrease) increase in accounts payable and accrued expenses (149,832) 1,247,626 312,007 774,101 (Decrease) increase in deferred revenue (205,860) (349,000) 38,359 1,201,000 ----------- ---------- ----------- ----------- Net cash (used in) provided by operating activities (3,534,907) 2,090,739 (5,108,109) 639,866 ----------- ---------- ----------- ----------- Cash flows from investing activities: Capital expenditures (945,666) (2,621,579) (2,560,864) (3,192,121) Proceeds from sale of equipment 7,500 1,200 7,500 36,375 Net change in marketable investment 4,966,190 (26,995,155) 9,811,717 (39,633,455) securities ----------- ---------- ----------- ----------- Net cash provided by (used in) investing 4,028,024 (29,615,534) 7,258,353 (42,789,201) activities ----------- ---------- ----------- ----------- Cash flows from financing activities: Net payments of notes payable (76,099) (68,487) (150,285) (135,280) Net proceeds from issuance of common stock (1,872) 49,095,544 24,087 49,095,543 Net proceeds from issuance of preferred stock - - - 9,982,723 Conversion of preferred stock - (109,414) - (109,414) ------------ ----------- ----------- ----------- Net cash (used in) provided by financing activities (77,971) 48,917,643 (126,198) 58,833,572 ------------ ----------- ----------- ----------- Net increase in cash and cash equivalents 415,146 21,392,848 2,024,046 16,684,237 Cash and cash equivalents at beginning of period 14,844,580 7,177,125 13,235,680 11,885,736 ------------ ----------- ----------- ----------- Cash and cash equivalents at end of period $ 15,259,726 $28,569,973 $15,259,726 $28,569,973 ============ =========== =========== =========== </TABLE> See accompanying notes to condensed consolidated financial statements. 5
MYRIAD GENETICS, INC. AND SUBSIDIARIES NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (1) BASIS OF PRESENTATION The accompanying condensed unaudited consolidated financial statements have been prepared by Myriad Genetics, Inc. (the "Company") in accordance with generally accepted accounting principles for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission. The condensed unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly all financial statements. The financial statements herein should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 1996, included in the Company's Annual Report on Form 10-K for the year ended June 30, 1996. Operating results for the three and six month periods ended December 31, 1996 may not necessarily be indicative of the results to be expected for any other interim period or for the full year. (2) SUBSIDIARIES During the quarter ended December 31, 1996, the Company established Myriad Financial, Inc. ("Financial"), a wholly owned subsidiary of the Company. Financial, a Utah corporation, is a leasing company through which the Company will lease equipment for its research, development, and production operations. Financial, along with Myriad Genetic Laboratories, Inc. ("Labs"), the Company's wholly owned genetic testing facility, constitute the subsidiaries of the Company. 6
MANAGEMENTOS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Since inception, the Company has devoted substantially all of its resources to maintaining its research and development programs, establishing a genetic testing laboratory, and supporting collaborative research agreements. Revenues received by the Company primarily have been payments pursuant to collaborative research agreements. The Company has been unprofitable since its inception and, for the quarter ended December 31, 1996, the Company had a net loss of $3,453,693 and as of December 31, 1996 had an accumulated deficit of $21,224,953. In October 1996, the Company announced the introduction of BRACAnalysis/TM/, a comprehensive BRCA1 and BRCA2 gene sequence analysis for susceptibility to breast and ovarian cancer. The Company, through its wholly owned subsidiary Labs, began accepting testing samples on a commercial basis on October 30, 1996. Genetic testing revenues of $34,060 were recognized for the quarter ended December 31, 1996. In August 1995, the Company completed a three-year collaborative research and development agreement with Eli Lilly and Company to locate and sequence the BRCA1 breast and ovarian cancer gene. This agreement has provided the Company with research funding and may in the future provide certain additional payments upon the attainment of research and regulatory milestones and royalty payments based on sales of any products resulting from the collaboration. The Company did not recognize revenue from this agreement during the quarter ended December 31, 1996. In April 1995, the Company commenced a five-year collaborative research and development arrangement with Novartis (successor corporation to the merger of Ciba-Geigy, Ltd. and Sandoz, Ltd.). This collaboration provides the Company with an equity investment, research funding and potential milestone payments of up to $60,000,000. The Company is entitled to receive royalties from sales of therapeutic products sold by Novartis. The Company recognized $1,401,579 in revenue under this agreement for the quarter ended December 31, 1996. In September 1995, the Company commenced a five-year collaborative research and development arrangement with Bayer Corporation ("Bayer"). This collaboration provides the Company with an equity investment, research funding and potential milestone payments of up to $71,000,000. The Company is entitled to receive royalties from sales of therapeutic products sold by Bayer. The Company recognized $1,316,161 in revenue under this agreement for the quarter ended December 31, 1996. In January 1997, the Company announced the identification of the first major gene responsible for glioma, a form of brain cancer that is the leading killer of children with cancer. The brain cancer gene, known as BNC1, was located through a collaborative effort by scientists at the Company and the University of Texas M.D. Anderson Cancer Center ("M.D. Anderson"). It is anticipated that the location of BNC1 will accelerate development of new diagnostic and therapeutic approaches to brain cancer. There can be no assurance, however, that the identification of this gene will lead to the development of a diagnostic test or therapeutic products. In February 1997, the Company announced that the U.S. Patent and Trademark Office had granted a patent covering the AGT (Angiotensinogen) gene mutation. The composition of matter patent on the gene mutation, which is believed to be associated with an individual's risk for salt-dependent hypertension, was issued to the University of Utah, and is exclusively licensed to the Company for therapeutic applications, and co-exclusively licensed to the Company for diagnostic applications. There can be no assurance, however, that the patenting of this gene will lead to the development of a diagnostic test or therapeutic products. The Company intends to enter into additional collaborative relationships to locate and sequence genes associated with other common diseases as well as continuing to fund internal research projects. There can be no assurance that the Company will be able to enter into additional collaborative relationships on terms acceptable to the Company. The Company expects to incur losses for at least the next several years, primarily due to expansion of its research and development programs, increased staffing costs, and expansion of its facilities. Additionally, the Company expects to incur substantial sales, marketing and other expenses in connection with building its genetic predisposition 7
testing business. The Company expects that losses will fluctuate from quarter to quarter and that such fluctuations may be substantial. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995 Research revenues for the quarter ended December 31, 1996 increased $1,048,965 from the same quarter of 1995. The increase was attributable to the Company's corporate research collaboration agreements providing ongoing research funding. Research revenue from the corporate collaboration agreements is recognized as related costs are incurred. Consequently, as these programs progress and costs increase, revenues increase proportionately. In October 1996, the Company announced the introduction of BRACAnalysis/TM/, a comprehensive BRCA1 and BRCA2 gene sequence analysis for susceptibility to breast and ovarian cancer. The Company, through its wholly owned subsidiary Labs, began accepting testing samples on a commercial basis on October 30, 1996. Genetic testing revenues of $34,060 were recognized in the quarter ended December 31, 1996. The Company anticipates genetic testing revenue to increase in the future as cancer centers develop internal protocols for handling samples, additional insurance companies offer reimbursement for such tests, and market awareness of such tests is increased. There can be no assurance that any of these factors will be realized. The Company also anticipates an improved gross margin in the future as increased sales reduce inefficiencies related to underutilization of capacity. Research and development expenses for the quarter ended December 31, 1996 increased to $5,045,154 from $2,796,727 for the same quarter of 1995. This increase was primarily due to an increase in research activities as a result of progress in the Company's collaborations with Novartis and Bayer as well as those programs funded by the Company, including the successful collaborative effort by the Company and scientists at M.D. Anderson in discovering and sequencing the BNC1 brain cancer gene. The increased level of research spending includes third party research programs, increased depreciation charges related to purchasing of additional equipment, the hiring of additional personnel and the associated increase in use of laboratory supplies and reagents. Such expenses will likely increase to the extent that the Company enters into additional research agreements with third parties. Selling, general and administrative expenses for the quarter ended December 31, 1996 increased $1,511,355 from the same quarter of 1995. The increase was primarily attributable to costs associated with the launch of BRACAnalysis/TM/ as well as additional administrative, sales, marketing and education personnel, market research activities, educational material development, facilities-related costs and deferred compensation related to grants of stock options and warrants. The Company expects its general and administrative expenses will continue to increase in support of its genetic predisposition testing business and its research and development efforts. Interest income for the quarter ended December 31, 1996 decreased to $886,783 from $986,533 for the same quarter of the prior year. This decrease was primarily due to the decreased funds available for investment, which were spent in the ordinary course of business, including the establishment of a genetic predisposition testing lab and internally funded research programs. Interest expense for the quarter ended December 31, 1996, amounting to $17,739, was due entirely to borrowings under the Company's equipment financing facility. RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995 Research revenues increased to $4,913,521 in the first six months of fiscal year 1997 from $2,681,675 in the first six months of fiscal year 1996. The increase was attributable to the Novartis and Bayer research collaboration agreements providing ongoing research funding. Genetic testing revenues of $34,060 were recognized in the six months ended December 31, 1996. The Company did not perform any genetic tests on a commercial basis in the six months ended December 31, 1995. Research and development expenses for the six months ended December 31, 1996 increased to $9,139,897 from $5,177,913 for the prior year. This increase was primarily due to an increase in research activities as a result of the Company's collaborations with Novartis and Bayer, and an increase in Company funded research projects including third party research programs, increased depreciation charges related to purchasing additional equipment, the hiring of 8
additional personnel and the associated increase in use of laboratory supplies and reagents. The Company also incurred increased development expenses during the six month period related to the beta testing and validation of the Company's BRACAnalysis/TM/ genetic predisposition test for mutations of the BRCA1 and BRCA2 breast and ovarian cancer genes. Such expenses will also likely increase to the extent that the Company enters into additional research agreements with third parties and continues to develop additional commercial tests. Selling, general and administrative expenses for the six months ended December 31, 1996 increased $2,863,156 from the six month period in the prior year. The increase was primarily attributable to costs associated with the launch of BRACAnalysis/TM/ as well as additional administrative, sales, marketing and education personnel, market research activities, educational material development, facilities-related costs and deferred compensation related to grants of stock options and warrants. The Company expects its general and administrative expenses will continue to increase in support of its genetic predisposition testing business and its research and development efforts. Interest income for the first six months of fiscal year 1997 increased to $1,735,277 from $1,261,756 for the first six months of fiscal year 1996. This increase was primarily due to the increased funds available for investment, which were raised in the Company's private placement of preferred stock in February 1995, its research and development collaborations entered into with Novartis and Bayer in April 1995 and September 1995, respectively, and its initial public offering in October 1995. Interest expense for the six months ended December 31, 1996, amounting to $37,391, was due entirely to borrowings under the Company's equipment financing facility. The loss on sale of fixed assets of $7,992 in the six months ended December 31, 1996 and $73,436 in the six months ended December 31, 1995 is the result of the sale of out-dated equipment. LIQUIDITY AND CAPITAL RESOURCES Net cash used in operating activities was $3,534,907 during the quarter ended December 31, 1996 as compared to net cash provided of $2,090,739 during the same quarter of the prior fiscal year. Non-trade receivables increased $106,909 between September 30, 1996 and December 31, 1996, primarily as a result of amounts due from the Company's payroll service which were subsequently collected in January 1997. Accounts payable decreased between September 30, 1996 and December 31, 1996 due to payments to service providers scheduled for December 1996. The Company's investing activities provided cash of $4,028,024 in the three months ended December 31, 1996 and used cash of $29,615,534 in the three months ended December 31, 1995. Investing activities were comprised primarily of capital expenditures for research equipment, office furniture, and facility improvements and marketable investment securities purchased from cash raised from the Company's initial public offering in October 1995. During the quarter ended December 31, 1996, the Company shifted a portion of its investment in marketable securities from longer term investments to cash and cash equivalents in order to provide for ongoing corporate expenditures. Financing activities used $77,971 during the quarter ended December 31, 1996. The Company reduced the amount of principal owing on its equipment financing facility by $76,099. In addition, several warrants were exercised during the period. Financing activities provided $48,917,643 in the quarter ended December 31, 1995 primarily as a result of the Company's initial public offering concluded in October 1995. The Company anticipates that its existing capital resources, including the net proceeds of its initial public offering and interest earned thereon, will be adequate to maintain its current and planned operations for at least the next two years, although no assurance can be given that changes will not occur that would consume available capital resources before such time. The Company's future capital requirements will be substantial and will depend on many factors, including progress of the Company's research and development programs, the results and cost of clinical correlation testing of the Company's genetic tests, the costs of filing, prosecuting and enforcing patent claims, competing technological and market developments, payments received under collaborative agreements, changes in collaborative research relationships, the costs associated with potential commercialization of its gene discoveries, if any, including the development of manufacturing, marketing and sales capabilities, the cost and availability of third-party financing for capital expenditures and administrative and legal expenses. Because of the Company's significant long- term capital requirements, the Company intends to raise funds when conditions are favorable, even if it does not have an immediate need for additional capital at such time. 9
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS The Company believes that this report on Form 10-Q contains certain forward- looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. The Company cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, but not limited to, the following: intense competition related to the discovery of disease-related genes and the possibility that others may discover, and the Company may not be able to gain rights with respect to, genes important to the establishment of a successful genetic testing business; difficulties inherent in developing genetic tests once genes have been discovered; the Company's limited experience in operating a genetic testing laboratory; the Company's limited marketing and sales experience and the risk that BRACAnalysis/TM/ and any other tests which the Company develops may not be able to be marketed at acceptable prices or receive commercial acceptance in the markets that the Company is targeting or expects to target; uncertainty as to whether there will exist adequate reimbursement for the Company's services from government, private healthcare insurers and third- party payors; and uncertainties as to the extent of future government regulation of the Company's business. As a result, the Company's future development efforts involve a high degree of risk. For further information, refer to the more specific risks and uncertainties disclosed throughout this Quarterly Report on Form 10-Q. 10
PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company is not a party to any litigation in any court, and management is not aware of any contemplated proceeding by any governmental authority against the Company. ITEM 2. CHANGES IN SECURITIES. During the three months ended December 31, 1996, the Company issued a total of 27,074 shares of Common Stock to various Directors and consultants of the Company pursuant to the exercise of stock options at a weighted average exercise price of $0.54 per share. No person acted as an underwriter with respect to the transactions set forth above. In each of the foregoing instances, the Company relied on Rule 701 promulgated under the Securities Act of 1933, as amended, for the exemption from the registration requirements of the Securities Act, since no public offerings were involved. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On November 15, 1996, the Company held its Annual Meeting of Shareholders (the "Annual Meeting"). A quorum of 5,516,777 shares of Common Stock of the Company (of a total 8,725,907 outstanding shares, or approximately 63%) was represented at the Annual Meeting in person or by proxy, which was held to vote on the following proposals: 1. To elect eight members to the Board of Directors. Nominees for Directors were Walter Gilbert, Ph.D., Wolfgang Hartwig, Ph.D., Arthur H. Hayes, Jr., M.D., John J. Horan, Alan J. Main, Ph.D., Peter D. Meldrum, Mark H. Skolnick, Ph.D., and Dale A. Stringfellow, Ph.D. 2. To consider and act upon a proposal to amend the Company's 1992 Employee, Director and Consultant Stock Option Plan to increase the aggregate number of shares of Common Stock authorized for issuance thereunder and to limit the number of shares of Common Stock that may be granted pursuant to stock options to any employee in any one year period. 3. To consider and act upon a proposal to ratify the appointment of KPMG Peat Marwick LLP as the Company's independent public accountants for the fiscal year ending June 30, 1997. Each of the proposals was adopted, with the vote totals as follows: <TABLE> <CAPTION> PROPOSAL 1: FOR WITHHELD - ------------ --------- -------- <S> <C> <C> Walter Gilbert, Ph.D. 5,483,217 33,560 </TABLE> 11
<TABLE> <S> <C> <C> Wolfgang Hartwig, Ph.D. 5,483,217 33,560 Arthur H. Hayes, Jr., M.D. 5,483,217 33,560 John J. Horan 5,483,017 33,760 Alan J. Main, Ph.D. 5,483,017 33,760 Peter D. Meldrum 5,483,217 33,560 Mark H. Skolnick, Ph.D. 5,483,117 33,660 Dale A. Stringfellow, Ph.D. 5,483,017 33,760 </TABLE> PROPOSAL 2: - ----------- <TABLE> <S> <C> For 2,588,609 --------- Against 1,008,319 --------- Abstain 29,280 --------- Broker Non-Vote 1,890,569 --------- PROPOSAL 3: - ----------- For 5,508,522 --------- Against 5,780 --------- Abstain 2,475 --------- </TABLE> ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits -------- The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q. Exhibit Number Description - ------ ----------- 10.1 Patent and Technology License Agreement dated December 2, 1996 among the Board of Regents of the University of Texas System, the University of Texas M.D. Anderson Cancer Center and the Company. The Company has excluded from this Exhibit 10.1 portions of the Patent and Technology License Agreement for which the Company has requested confidential treatment from the Securities and Exchange Commission. The portions of the Patent and Technology License Agreement for which confidential treatment has been requested are marked "[ ]" and such confidential portions have been filed separately with the Securities and Exchange Commission. 10.2 Myriad Genetics, Inc. 1992 Employee, Director and Consultant Stock Option Plan (filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1, File No. 33-95970, effective October 5, 1995), as amended on November 15, 1996. 11.1 Statement Regarding Computation of Net Loss Per Share 27.1 Financial Date Schedule 12
(b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the quarter ended December 31, 1996. 13
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. MYRIAD GENETICS, INC. Date: February 14, 1997 By: /s/ Peter D. Meldrum ------------------- -------------------------------- Peter D. Meldrum President and Chief Executive Officer Date: February 14, 1997 /s/ Jay M. Moyes ------------------- -------------------------------- Jay M. Moyes Vice President of Finance (principal financial and accounting officer) 14
MYRIAD GENETICS, INC. EXHIBIT INDEX Exhibit Number Description - ------ ----------- 10.1 Patent and Technology License Agreement dated December 2, 1996 among the Board of Regents of The University of Texas System, The University of Texas M.D. Anderson Cancer Center and the Company. The Company has excluded from this Exhibit 10.1 portions of the Patent and Technology License Agreement for which the Company has requested confidential treatment from the Securities and Exchange Commission. The portions of the Patent and Technology License Agreement for which confidential treatment has been requested are marked "[ ]" and such confidential portions have been filed separately with the Securities and Exchange Commission. 10.2 Myriad Genetics, Inc. 1992 Employee, Director and Consultant Stock Option Plan (filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1, File No. 33-95970, effective October 5, 1995), as amended on November 15, 1996. 11.1 Statement Regarding Computation of Net Loss Per Share 27.1 Financial Data Schedule