SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QT
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM OCTOBER 1, 1999 TO DECEMBER 31, 1999
Commission File Number 1-10492
ORASURE TECHNOLOGIES, INC.
Incorporated in IRS Employer
the State of Delaware Identification No. 36-4370966
8505 SW Creekside Place
Beaverton, Oregon 97008-7108
(503) 641-6115
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 [ ]
Number of shares of Common Stock, no par value, of Epitope, Inc., a
predecessor of OraSure Technologies, Inc., outstanding as of December 31,
1999: 14,261,887
EXPLANATORY NOTE
On September 29, 2000, the board of directors of Epitope, Inc.
("Epitope"), approved a change in the company's fiscal year end from September
30 to December 31. Also, on September 29, 2000, Epitope and STC Technologies,
Inc. ("STC"), were each merged into OraSure Technologies, Inc. ("OraSure"), a
new corporation that was formed under Delaware law for the purposes of combining
STC and Epitope by merger and changing the state of incorporation of Epitope
from Oregon to Delaware. OraSure is deemed to be the successor to Epitope's
prior registration under the Securities Exchange Act of 1934 pursuant to Rule
12g-3(a) under the Exchange Act.
The first annual financial results to be reported based on Epitope's new
fiscal year end will be the combined financial results of OraSure for the twelve
months ending December 31, 2000. This transition report presents the financial
results of Epitope for the transition period from October 1, 1999, through
December 31, 1999.
The interim condensed consolidated financial statements as of December 31,
1999, and December 31, 1998, incorporated by reference herein are unaudited;
however, in the opinion of the company's management, the interim data include
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair statement of the results of operations for the interim periods. These
condensed consolidated financial statements should be read in conjunction with
the financial statements and notes thereto included in Epitope's 1999 Annual
Report on Form 10-K. Results of operations for the three-month period ended
December 31, 1999, are not necessarily indicative of the results of operations
expected for the full fiscal year.
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
The unaudited condensed consolidated financial statements of Epitope at
December 31, 1999, and December 31, 1998, and for the three-month periods then
ended, and related notes to such financial statements required to be included in
this transition report are incorporated herein by reference to Exhibit 99.1.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Management's Discussion and Analysis of Financial Condition and Results of
Operations of Epitope required to be included in this transition report is
incorporated herein by reference to Exhibit 99.2.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Epitope did not hold material amounts of derivative financial instruments,
other financial instruments, or derivative commodity instruments, and
accordingly had no material market risk to report under this item for the
transition period from October 1, 1999, through December 31, 1999.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
No legal proceedings are required to be reported for the transition period
from October 1, 1999, through December 31, 1999.
Item 5. Other Information
Other information reported by Epitope for the transition period from
October 1, 1999, through December 31, 1999, is hereby incorporated by reference
to Exhibit 99.3.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibits are listed on the attached Exhibit Index immediately following
the signature page to this report.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the transition period from
October 1, 1999, through December 31, 1999. On September 29, 2000, Epitope filed
a report on Form 8-K to report its change in fiscal year-end from September 30
to December 31.
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.
ORASURE TECHNOLOGIES, INC.
November 10, 2000 /S/CHARLES E. BERGERON
- ------------------------------------ ---------------------------------
Date Charles E. Bergeron
Chief Financial Officer
(Principal Financial Officer)
November 10, 2000 /S/THEODORE R. GWIN
- ------------------------------------ ---------------------------------
Date Theodore R. Gwin
Controller
(Principal Accounting Officer)
2
Exhibit Index
27 Financial Data Schedule for the three-month period ended December 31, 1999.
Incorporated by reference to Exhibit 27 to Epitope's Quarterly Report on Form
10-Q for the quarter ended December 31, 1999, filed on February 10, 2000 (the
"First Quarter 10-Q").
99.1 Unaudited condensed consolidated financial statements of Epitope at
December 31, 1999 and 1998, and for the quarterly periods then ended.
Incorporated by reference to Item 1 of the First Quarter 10-Q.
99.2 Management's Discussion and Analysis of Financial Condition and Results of
Operations of Epitope for the three-month periods ended December 31, 1999 and
1998. Incorporated by reference to Item 2 of the First Quarter 10-Q.
99.3 Other information relating to the operations of Epitope for the three-month
period ended December 31, 1999. Incorporated by reference to Item 5 of the First
Quarter 10-Q.