| AutoCyte, Inc. | |||
| Ticker: | ACYT | 112 Orange Drive | |
| Exchange: | NASDAQ-National Market | Elon College, NC 27244 | |
| Industry: | Manufacturing (SIC Code 3826) | (910) 584-0250 | |
| Type of Shares: | Common Shares | Filing Date: | 6/27/97 | |
| U.S. Shares: | 3,100,000 | Offer Date: | 9/4/97 | |
| Non-U.S. Shares: | 0 | Filing Range: | $10.00 - $12.00 | |
| Primary Shares: | 3,100,000 | Offer Price: | $10.00 | |
| Secondary Shares: | 0 | Gross Spread: | $0.70 | |
| Offering Amount: | $34,100,000 | Selling: | $0.42 | |
| Expenses: | $885,000 | Reallowance: | $0.10 | |
| Shares Out After: | 12,261,324 |
| Manager | Tier | Phone |
| Dillon, Read & Co. Inc. | Lead Manager | (212) 906-7523 |
| UBS Securities Inc. | Co-manager | (212) 821-4510 |
| Issuer's Law Firm: | Palmer & Dodge |
| Bank's Law Firm: | Mintz, Levin, Cohn, Ferris, Glovsky And Popeo |
| Auditor: | Ernst & Young |
| Registrar/Transfer Agent: | American Stock Transfer & Trust Co |
Dollar amounts in U.S. millions except for per share data | |||||
| 3 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 3/31/97 | 3/31/96 | 3/31/97 | ||
| Revenue: | $1.75 | $0.38 | $0.60 | Assets: | $11.58 |
| Net Income: | -$16.92 | -$2.23 | -$1.34 | Curr Assets: | |
| EPS: | -$0.22 | Liabilities: | $1.63 | ||
| Prior EPS: | -$1.61 | -$0.49 | Curr Liabilities: | ||
| Cash Flow/Oper: | Equity: | $9.96 | |||
| Cash Flow/Fin: | Cash: | ||||
| Cash Flow/Inv: | |||||
| Business Description |
| The company develops, manufactures and markets the only integrated sample preparation and automated image analysis system to support cytologists in cervical cancer screening. The company's integrated system is comprised of the AutoCyte PREP sample preparation system and the AutoCyte SCREEN automated image analysis system. PREP is a proprietary automated liquid-based sample preparation system that produces slides with a homogeneous layer, or "monolayer," of cervical cells. The company believes PREP improves laboratory productivity and significantly reduces interpretation errors by producing cell samples that are clearer, more uniform and easier to interpret than conventional Pap smear samples. PREP is designed to operate both as an independent diagnostic system. SCREEN is an automated image analysis system which combines proprietary imaging technology and classification software with off-the-shelf computer hardware to screen slides prepared using PREP. SCREEN is designed to be an interactive support tool for the cytology professional in the primary screening of cervical cells. By designing PREP and SCREEN to function together, the company has developed a system which the company believes will operate with higher throughput and greater diagnostic sensitivity than the conventional Pap smear test and other automated image analysis systems. |
| Competition |
| The Company's competitors in the development and commercialization of alternative cervical cancer screening technologies include both publicly traded and privately held companies. The alternative technologies known to the Company have focused on improvements in slide sample preparation, the development of automated, computerized screening systems and adjunctive testing technologies. To date, the Company knows of no competitor which has developed an integrated sample preparation and image analysis system, such as PREP and SCREEN which have been designed to function together. Nevertheless, some competitors' products have already received FDA approval and are being marketed. In addition, certain of the Company's competitors have substantially greater financial, marketing, sales, distribution and technical resources than the Company, and more experience in research and development, clinical trials, regulatory matters, customer support, manufacturing and marketing. In addition, some of these companies may have received third-party reimbursement for their products. The Company believes that its products will compete on the basis of a number of factors, including slide specimen adequacy, screening sensitivity, ease of use, efficiency, cost to customers and nature of claims allowed by the FDA. While the Company believes that its products will have competitive advantages based on some of these factors, there can be no assurance that various competitors' products will not have competitive advantages based on other factors that, when coupled with the earlier market entry of some products, will adversely effect the market acceptance of PREP and SCREEN. Moveover, there can be no assurance that the Company will be able to compete successfully against current or future competitors or that competition, including the development and commercialization of new products and technologies, will not have a material adverse effect on the Company's business, financial condition and results of operations. The Company's products could be rendered obsolete or uneconomical by technological advances of the Company's current or potential competitors, the introduction and market acceptance of competing products or by other approaches. |
| Business Plan |
| The Company expects to commence marketing PREP and SCREEN in the United States for cervical cancer screening when and if FDA approval for cervical cancer screening is obtained. PREP is designed to be sold as either a stand-alone system or as an integrated system with SCREEN. The Company intends to achieve market acceptance of PREP alone and then to target its PREP customer base for its initial marketing efforts of SCREEN. The Company's marketing strategy is to achieve broad market acceptance for the integrated PREP and SCREEN system for cervical cancer screening. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to fund sales and marketing activities, research and development, capital expenditures, clinical trials, working capital requirements and other general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Roche Image Analysis Systems, Inc. | 33.30% | 24.90% |
| Sprout Capital VII, L.P. | 21.90% | 16.40% |
| Robert E. Curry, Ph.D. | 21.90% | 16.40% |
| Richard A. Charpie, Ph.D. | 21.90% | 16.40% |
| Ampersand Specialty Materials and Chemicals III Limited Partnership | 21.90% | 16.40% |
| James B. Powell, M.D. | 21.60% | 16.20% |
| Allemanni, LLC | 21.60% | 16.40% |
| Officer Name | Title | Age |
| Richard A. Charpie, Ph.D. | Chairman of the Board | 45 |
| William O. Green | Chief Financial Officer, Vice President of Finance and Treasurer | 39 |
| Thomas P. Mac Mahon | Director | 50 |
| Susan E. Whitehead | Director | 43 |
| Robert E. Curry, Ph.D. | Director | 50 |
| Ernest A. Knesel | Executive Vice President | 51 |
| James B. Powell, M.D. | President, Chief Executive Officer and Director | 58 |
| Thomas Gahm, Ph.D. | Vice President of Computer Science | 41 |
| James W. Geyer, Ph.D. | Vice President of Laboratory Science | 52 |
| Eric W. Linsley | Vice President of Operations and Business Development | 35 |
| Steven C. McPhail | Vice President of Sales and Marketing | 43 |