SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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Diacrin, Inc.
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(Name of Registrant as Specified In Its Charter)
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FOR IMMEDIATE RELEASE
CONTACT:Kevin Kerrigan
Controller
Diacrin, Inc.
96 13th Street
Charlestown, MA 02129
Tel.: (617) 242-9100
Fax: (617) 242-0070
DIACRIN ANNOUNCES FIRST QUARTER RESULTS
CHARLESTOWN, MA, MAY 7, 2003, -- Diacrin, Inc. (Nasdaq:DCRN)
reported today financial results for the first quarter ended March 31, 2003.
Net loss for the quarter was $1.4 million, or $.08 per share, compared to a net
loss of $1.5 million, or $.08 per share, for the quarter ended March 31, 2002.
Diacrin ended the quarter with cash and investments of $43.4 million.
"We believe that our recently announced merger agreement with
GenVec will result in important synergies for the combined company and we
look forward to shareholder approval in the third quarter," said Thomas H.
Fraser, Ph.D., President and CEO.
Diacrin is developing cell transplantation technology for treating
human diseases that are characterized by cell dysfunction or cell death and
for which current therapies are either inadequate or nonexistent.
Important Additional Information Will Be Filed With The SEC
GenVec, Inc. plans to file with the SEC a Registration Statement on
Form S-4 in connection with the transaction and GenVec and Diacrin plan to
file with the SEC and mail to their respective stockholders a Joint Proxy
Statement/Prospectus in connection with the transaction. The Registration
Statement and the Joint Proxy Statement/Prospectus will contain important
information about GenVec, Diacrin, the transaction and related matters.
Investors and security holders are urged to read the Registration
Statement and the Joint Proxy Statement/Prospectus carefully when they
are available. Investors and security holders will be able to obtain free
copies of the Registration Statement and the Joint Proxy Statement /
Prospectus and other documents filed with the SEC by GenVec and Diacrin
through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents (when they are available) filed with the SEC by GenVec by
directing a request to: GenVec, Inc., 65 W. Watkins Mill Road, Gaithersburg,
MD 20878, Attn: Corporate Secretary. Investors and security holders may
obtain free copies of the documents filed with the SEC by Diacrin by
contacting Diacrin, Inc. at Building 96 13th Street, Charlestown, MA 02129.
GenVec, Diacrin and their respective executive officers and directors
may be deemed to be participants in the solicitation of proxies from the
stockholders of GenVec and Diacrin in favor of the acquisition. Information
about the executive officers and directors of GenVec and their ownership of
GenVec common stock is set forth in the proxy statement for GenVec's 2002
Annual Meeting of Shareholders, which was filed with the SEC on April 29,
2002. Information about the executive officers and directors of Diacrin and
their ownership of Diacrin common stock is set forth in the proxy statement
for Diacrin's 2002 Annual Meeting of Shareholders, which was filed with the
SEC on July 25, 2002. Certain directors and executive officers of GenVec
and Diacrin may have direct or indirect interests in the merger due to
securities holdings, pre-existing or future indemnification arrangements,
vesting of options, and rights to severance payments if their employment is
terminated following the merger. Shareholders of GenVec and Diacrin
holding approximately 17% and 35% of the respective company's shares
have agreed to vote their shares in favor of the acquisition.
Additional information regarding GenVec, Diacrin, and the interests
of their respective executive officers and directors in the acquisition will
be contained in the joint proxy statement/prospectus regarding the
acquisition. Investors and security holders are urged to read the joint
proxy statement/prospectus and the other relevant materials when they
become available before making any voting or investment decisions with
respect to the acquisition.
Forward-Looking Statements
This press release contains forward-looking statements, including
information regarding our merger with GenVec. There are a number of
important factors that could cause actual events or operating results to
differ materially from those indicated by such forward-looking statements,
such as our ability to complete the merger with GenVec. For a more detailed
discussion of these and other factors, see the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003 as filed with the Securities
and Exchange Commission.
DIACRIN, INC.
SELECTED FINANCIAL DATA
Three Months
Ended March 31,
2002 2003
REVENUES:
Research and development $ 32,588 $ 80,359
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OPERATING EXPENSES:
Research and development 1,622,336 1,102,397
General and administrative 357,195 553,965
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Total operating expenses 1,979,531 1,656,362
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OTHER INCOME (EXPENSE):
Equity in operations of joint venture (31,410) (41,619)
Investment income 456,613 244,329
Interest expense (1,264) -
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Total other income (expense) 423,939 202,710
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NET LOSS $ (1,523,004) $ (1,373,293)
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BASIC AND DILUTED NET LOSS
PER COMMON SHARE $ (.08) $ (.08)
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SHARES USED IN COMPUTING BASIC
AND DILUTED NET LOSS PER
COMMON SHARE 17,937,204 17,937,204
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December 31, March 31,
2002 2003
Balance Sheet Data:
Cash, cash equivalents and investments $ 44,956,143 $ 43,438,393
Total assets 45,747,667 44,243,897
Stockholders' equity 43,086,383 41,713,090