UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934. For the quarterly period ended March 31, 2001.
or
[ ] 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: 000-20931
VENTANA MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2976937
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3865 North Business 85705
Center Drive (Zip Code)
Tucson, AZ
(Address of principal executive offices)
Registrant's telephone number, including area code: (520) 887-2155
Not Applicable
(Formal name, former address and former fiscal year, if
changed from last report)
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
--- ---
Applicable Only to Issuers Involved in Bankruptcy
(Formal name, former address and former
fiscal year, if changed from last report)
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. Yes No
--- ---
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common Stock, $0.001 par value --- 15,950,615 shares as of April 30, 2001
VENTANA MEDICAL SYSTEMS, INC.
INDEX TO FORM 10-Q
------------------
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
March 31, 2001 and December 31, 2000
Condensed Consolidated Statements of Operations
Three months ended March 31, 2001 and 2000
Condensed Consolidated Statements of Cash Flows
Three months ended March 31, 2001 and 2000
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. Other Information
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
Signature
2
VENTANA MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
(Unaudited)
March 31, December 31,
ASSETS 2001 2000
---------- ----------
Current assets:
Cash and cash equivalents $ 34,443 $ 38,512
Accounts receivable 13,855 16,682
Inventories (Note 4) 8,723 8,100
Prepaid expenses 294 460
Deferred tax benefit, current portion 4,817 4,817
Other current assets 525 492
---------- ----------
Total current assets 62,657 69,063
Property and equipment, net 25,618 22,329
Intangibles, net 11,491 11,887
Other assets 2,561 2,318
Deferred tax benefit, long term portion 3,985 3,985
---------- ----------
Total assets $ 106,312 $ 109,582
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,139 $ 5,943
Other current liabilities 9,360 13,143
---------- ----------
Total current liabilities 14,499 19,086
Long term debt 3,002 3,408
Stockholders' equity:
Common stock - $.001 par value; 50,000,000 shares
authorized; 15,945,142 and 15,444,122 shares
issued and outstanding at March 31, 2001 and
December 31, 2000, respectively 16 15
Additional paid-in capital 138,028 134,862
Accumulated deficit (47,763) (46,636)
Accumulated other comprehensive loss (870) (553)
Treasury stock - 40,000 shares, at cost (600) (600)
---------- ----------
Total stockholders' equity 88,811 87,088
---------- ----------
Total liabilities and stockholders' equity $ 106,312 $ 109,582
========== ==========
See accompanying notes
3
VENTANA MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
(Unaudited)
Three Months Ended
March 31
--------
2001 2000
--------- ---------
Sales:
Reagents and other $ 13,764 $ 12,001
Instruments 5,516 5,125
--------- ---------
Total net sales 19,280 17,126
Cost of goods sold 6,175 5,970
--------- ---------
Gross profit 13,105 11,156
Operating expenses:
Research and development 3,306 1,984
Selling, general and administrative 10,759 7,960
Amortization of intangibles 372 278
--------- ---------
(Loss) income from operations (1,332) 934
Other income (expense) 339 (48)
--------- ---------
(Loss) income before taxes and cumulative
effect of accounting change (993) 886
Provision for income taxes 134 350
--------- ---------
Net (loss) income before cumulative
effect of accounting change (1,127) 536
Cumulative effect of accounting change,
net of applicable income tax
benefit of $1,436 -- (2,154)
--------- ---------
Net loss $ (1,127) $ (1,618)
========= =========
Per share data:
(Loss) income before cumulative effect
of accounting change:
--Basic $ (0.07) $ 0.04
========= =========
--Diluted $ (0.07) $ 0.03
========= =========
Net loss
--Basic $ (0.07) $ (0.11)
========= =========
--Diluted $ (0.07) $ (0.11)
========= =========
Shares used in computing earnings per
common share:
--Basic 15,575 14,305
========= =========
--Diluted 15,575 16,467
========= =========
See accompanying notes
4
VENTANA MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Three Months Ended
March 31
--------
2001 2000
--------- ---------
OPERATING ACTIVITIES:
Net loss $ (1,127) $ (1,618)
Adjustments to reconcile net loss to cash
used in operating activities:
Cumulative effect of accounting change -- 2,154
Change in deferred tax benefit -- (1,255)
Depreciation and amortization 1,124 1,286
Changes in operating assets and liabilities (2,503) (2,759)
--------- ---------
Net cash used in operating activities (2,506) (2,192)
INVESTING ACTIVITIES:
Purchase of property and equipment (4,007) (1,024)
Purchase of intangible assets, net -- (1,250)
--------- ---------
Net cash used in investing activities (4,007) (2,274)
FINANCING ACTIVITIES:
Repayment of debt (406) (256)
Net proceeds from private placement -- 46,847
Issuance of common stock 3,167 2,627
--------- ---------
Net cash provided by financing activities 2,761 49,218
Effect of exchange rate change on cash (317) 30
--------- ---------
Net (decrease) increase in cash and cash equivalents (4,069) 44,782
Cash and cash equivalents, beginning of period 38,512 1,787
--------- ---------
Cash and cash equivalents, end of period $ 34,443 $ 46,569
========= =========
See accompanying notes
5
VENTANA MEDICAL SYSTEMS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended March 31, 2001
are not necessarily indicative of the results that maybe expected for the year
ended December 31, 2001. For further information, refer to the consolidated
financial statements and footnotes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000.
2. REVENUE RECOGNITION
The Company recognizes revenue upon shipment of its products that do not require
installation at the customer's site. During the year ended December 31, 2000,
the Company changed its methods of revenue recognition for its products which do
require installation at the customer's site in accordance with Staff Accounting
Bulletin (SAB) No. 101 REVENUE RECOGNITION IN FINANCIAL STATEMENTS. Previously,
the Company had recognized revenue for products upon shipment to the customer,
but prior to installation at the customer's site. The Company had routinely
completed such installation services in the past, but a substantive effort is
required and the Company is the only one who can perform the service. Under the
new accounting method adopted retroactive to January 1, 2000, the Company now
recognizes revenue upon the completion of installation of the product at the
customer's site. For the three months ended March 31, 2001, the Company
recognized $2,760 from instruments shipped in prior periods and installed in the
first quarter. The effect of that revenue was to increase gross margin by $2,243
during the first quarter.
3. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging
Activities," which establishes accounting and reporting standards for derivative
instruments and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those investments at fair value. Implementation of this standard has been
delayed by the FASB for a twelve- month period. The Company adopted SFAS 133 in
the first quarter of fiscal 2001 with no effect to the Company's operations or
financial position.
6
VENTANA MEDICAL SYSTEMS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
4. INVENTORIES
Inventories consist of the following (in thousands):
March 31, December 31,
2001 2000
------- -------
Raw material and work-in-process $3,925 $3,603
Finished goods 4,798 4,497
------- -------
$8,723 $8,100
======= =======
5. COMPREHENSIVE LOSS
The components of comprehensive loss for the three months ending March 31, 2001
and 2000 are as follows (in thousands):
Three Months Ended
March 31,
2001 2000
-------- --------
Net loss $(1,127) $(1,618)
Foreign currency translation (317) 30
-------- --------
Comprehensive loss $(1,444) $(1,588)
======== ========
Accumulated comprehensive loss consists exclusively of foreign currency
translation adjustments.
6. PROVISION FOR INCOME TAXES
Management believes no benefit for corporate income taxes is required for U.S.
tax jurisdictions for the three month period ending March 31, 2001 given that
the deferred tax assets generated by the operating loss have not been assessed
as being more likely than not of being recovered in the foreseeable future. The
actual tax provision reported consists of certain state taxes as well as other
international income taxes.
7
VENTANA MEDICAL SYSTEMS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
7. LINE OF CREDIT
The Company has a $10 million line of credit arrangement with a bank which is
subject to renewal May 31, 2001. Borrowings under the line are collateralized by
the Company's receivables, inventories, machinery and equipment, and
intellectual property. The line of credit contains certain financial covenants
(measured quarterly) with which the Company must comply, prohibits the payment
of dividends on the Company's stock and limits the number of treasury shares the
Company may purchase. In addition, borrowings are limited based on outstanding
accounts receivable of the Company, which as of March 31, 2001 resulted in
available borrowing of $10 million, of which, $6.4 million has been committed in
support of various standby letters of credit.
8. OPERATING SEGMENT AND ENTERPRISE DATA
The Company has two reportable segments: North America (the United States and
Canada) and International (primarily France, Germany, and Japan). Segment
information for the three months ended March 31, 2001, and 2000 are as follows
(in thousands):
Three months ended March 31, 2001
-------------------------------------------------
Elimina-
U.S. International tions Totals
---------- ------------- ---------- ----------
Sales to external customers $ 13,605 $ 5,675 $ - $ 19,280
Segment (loss) profit (1,684) 557 - (1,127)
Segment assets 105,252 16,480 (15,420) 106,312
Three months ended March 31, 2000
-------------------------------------------------
Elimina-
U.S. International tions Totals
---------- ------------- ---------- ----------
Sales to external customers $ 12,126 $ 5,000 $ - $ 17,126
Segment (loss) profit (366) (1,252) - (1,618)
Segment assets 122,863 15,328 (17,113) 121,078
8
VENTANA MEDICAL SYSTEMS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
The following discussion of the financial condition and results of operations of
Ventana Medical Systems, Inc. ("Ventana" or "the Company") should be read in
conjunction with the Condensed Consolidated Financial Statements and related
Notes thereto included elsewhere in this Form 10-Q. This Report on Form 10-Q
contains certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements, by their very nature, contain risks and
uncertainties. Accordingly, actual events or results may differ materially from
those anticipated by such forward-looking statements. A wide variety of factors
could cause or contribute to such differences and could adversely impact
revenues, profitability, cash flows and capital needs. Such factors, many of
which are beyond the Company's control, include the following: market acceptance
of new automated histology products, continued success in asset management,
continued improvements in our manufacturing efficiencies, on-schedule launches
of our new products, currency exchange rate variability, competition and
competitive pressures on pricing and general economic conditions in the United
States and in the regions served by the Company. A more complete listing of
cautionary statements and risk factors is contained in the Company's report on
Form 10-K for the year ended December 31, 2000, filed with the Securities and
Exchange Commission.
OVERVIEW
Ventana develops, manufactures and markets instrument/reagent systems that
automate tissue preparation and slide staining in clinical histology and drug
discovery laboratories worldwide. Ventana's clinical systems are important tools
used in the diagnosis and treatment of cancer and infectious diseases. Ventana's
drug discovery systems are used to accelerate the discovery of new drug targets
and evaluate the safety of new drug compounds.
RESULTS OF OPERATIONS
NET SALES
Net sales for the three months ended March 31, 2001 as compared to the same
period in 2000 increased 13% to $19.3 million from $17.1 million. The increase
in net sales was attributable to 15% and 8% increases in reagent and instrument
sales, respectively. Sales increased in the 2001 three month period compared to
the same period in 2000 in both geographic segments: 12% and 13% in the US and
internationally, respectively. The higher percentage increase in reagent sales
represents the increasing number of instruments deployed by customers using the
Company's instruments.
9
VENTANA MEDICAL SYSTEMS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
GROSS PROFIT
Gross profit for the three months ended March 31, 2001 as compared to the same
period in 2000, increased to $13.1 million from $11.2 million. The Company's
gross margin for the three months ended March 31, 2001 increased to 68% from 65%
for the same period of 2000. The primary reason for the increase in gross profit
margin is the higher mix of reagent sales which have a higher gross margin than
instruments.
RESEARCH AND DEVELOPMENT
Research and development expenses for the three months ended March 31, 2001
increased 67% to $3.3 million from $1.9 million for the same period in 2000. The
increase results primarily from substantial development work on new products,
including development of chemistry applications for both DNA microarrays and
mRNA tissue testing.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A")
Presented below is a summary of SG&A expense for the three months ended March
31, 2001 and 2000 (in thousands):
Three Months Ended
March 31,
--------------------------------
2001 2000
------------- -------------
% Net % Net
$ Sales $ Sales
------------- -------------
Sales and Marketing $ 8,913 46% $ 6,368 37%
Administration 1,846 10% 1,592 9%
------------- -------------
Total $10,759 56% $ 7,960 46%
============= =============
SG&A expense for the three months ended March 31, 2001 increased to $10.8
million from $8.0 million for the same period of the prior year. This was a
direct result of the increased hiring of new sales and marketing personnel for
the Molecular Discovery business in both North America and Europe together with
a significant investment in sales training for our North American clinical
histology sales force.
AMORTIZATION OF INTANGIBLES
Intangible assets consist primarily of goodwill, customer base, and supply
agreements resulting from acquisitions and patents. Such assets are amortized on
a straight-line basis over estimated useful lives ranging from 5 to 20 years,
resulting in quarterly costs approximating $0.4 million. Additionally, the
Company will continue to review the utility of these assets and recognize any
impairment should the Company determine such a condition exists.
10
VENTANA MEDICAL SYSTEMS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2001, the Company's principal source of liquidity consisted of
cash and cash equivalents of $34.4 million. The Company also had an unused $10
million revolving bank credit facility. Any borrowings under the Company's bank
credit facility are secured by a pledge of substantially all of the Company's
assets and bear interest at the bank's prime rate.
During the three months ended March 31, 2001, net cash used in operations and
investing activities increased to $6.5 million, versus $4.5 million in the three
months ended March 31, 2000. The increase was primarily due to $3.5 million
spent on the construction of our planned corporate headquarters and
manufacturing facility in suburban Tucson, Arizona. Additional spending on the
corporate headquarters is expected to be approximately $10 million.
The Company believes that its existing capital resources, together with cash
generated from product sales and available borrowing capacity under its bank
credit facilities will be sufficient to satisfy its working capital requirements
for the near future.
FOREIGN CURRENCY RISK
The Company does not currently hedge against foreign currency fluctuations,
because the Company does not believe it runs a serious risk of experiencing
permanent impairment to any material assets denominated in foreign currency. The
Company re-evaluates this situation from time to time. As a result, to the
extent local currency revenues and expenses in foreign subsidiaries are
translated into U.S. dollars at differing rates over time, the Company may
experience fluctuations in operating results. The Company conducts a relatively
small but growing portion of its business in the Euro, the Japanese Yen and the
Australian Dollar.
11
VENTANA MEDICAL SYSTEMS, INC.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In January 1997, four individuals who are former BioTek noteholders who held in
the aggregate approximately $1.1 million in principal amount of BioTek notes
filed an action, TSE, ET AL. v. VENTANA MEDICAL SYSTEMS, INC., ET AL. No. 97-37,
against the Company and certain of its directors and stockholders in the United
States District Court for the District of Delaware. The complaint alleged, among
other things, that the company violated federal and California securities laws
and engaged in common law fraud in connection with the BioTek shareholders'
consent to the February 1996 merger of BioTek into Ventana and the related
conversion of BioTek notes into Ventana notes. Plaintiffs seek compensatory
damages in excess of the principal amount of their BioTek notes, as well as
punitive damages, and fees and costs.
On April 25, 1997, plaintiffs filed an Amended Complaint. The Amended Complaint
made the same allegations as the original Complaint and added a claim under
North Carolina securities laws. On December 16, 1997, we filed a motion to
dismiss plaintiffs' Amended Complaint. On September 23, 1998, the Court issued
its Order granting in part and denying in part our motion to dismiss. The Court
dismissed plaintiffs' claims based upon the North Carolina securities laws and
California's insider-trading statute. Plaintiffs' surviving claims included
violations of federal and California securities laws, common law fraud and
breach of fiduciary duty. On June 5, 2000, we filed a motion for summary
judgment on all of plaintiffs' remaining claims. On November 22, 2000, the Court
issued an Order granting our motion for summary judgment in its entirety.
Plaintiffs filed a notice of appeal on December 8, 2000 and will file their
appellate brief in May 2001. Based on the facts known to date, we believe that
the claims are without merit and we will vigorously defend this suit.
On April 1, 1999, a shareholder derivative and class action suit was filed in
the Court of Chancery for the State of Delaware entitled LEUNG v. VENTANA
MEDICAL SYSTEMS, INC., ET AL., C.A. No. 17089. Plaintiff, who is related to the
plaintiffs in the above federal securities action, alleges breach of fiduciary
duty and breach of contract relating to our merger with BioTek and the related
conversion of BioTek notes into Ventana notes, as well as our decision to
compensate two of our directors by selling Ventana stock to them at a fixed
price. On May 6, 1999, we filed a motion to dismiss, or in the alternative, to
stay this action in favor of the federal securities action. These motions were
heard on October 18, 1999, and on February 29, 2000, the Court granted our
motion, dismissing the action in its entirety. Plaintiff filed his notice of
appeal on October 24, 2000, and all appellate briefing was completed in March
2001. The hearing of this appeal is not specifically scheduled but the Delaware
Supreme Court has indicated that the hearing will take place in May 2001. Based
on the facts known to date, we believe that the claims are without merit and we
intend to vigorously defend this suit.
12
VENTANA MEDICAL SYSTEMS, INC.
On June 15, 1999 we filed a proof of claim against Oncor, Inc. in an action
pending in the United States Bankruptcy Court for the District of Delaware
titled IN RE ONCOR, INC., No. 9-437 (JJF). Our claims arise out of an Asset
Purchase Agreement dated November 23, 1998 and related documents wherein we
acquired Oncor's unincorporated In Situ Hybridization Technology Division and
rights related thereto. In February 2000, we filed an amended proof of claim
alleging, inter alia, that Oncor breached the terms of the Asset Purchase
Agreement by purporting to transfer or assign to us Oncor's rights under a
license agreement, which were not transferable or assignable under the
circumstances then existing. The amended proof of claim seeks damages of no less
than approximately $7.3 million. On August 17, 2000, Oncor filed an Omnibus
Objection to Claims, which included our claims. However, the Omnibus Objection
did not set forth any specific allegations with respect to our claims. We
continue to believe our claims are meritorious and that we will prevail,
however, the results of the proceedings are uncertain and there can be no
assurance to that effect.
On December 9, 1999 we filed an action, VENTANA MEDICAL SYSTEMS, INC. v.
CYTOLOGIX CORP., No. CIV99-606 TUC FRZ, alleging patent infringement seeking
monetary damages and injunctive relief in the United States District Court in
Tucson. The original complaint was amended March 21, 2000 by the addition of
another patent to the litigation. We believe our claims are meritorious and that
we will prevail, however, because little discovery has been completed, results
of the proceedings are uncertain and there can be no assurance to that effect.
CytoLogix Corp. has filed three separate actions against us in various courts.
The first action is CYTOLOGIX v. VENTANA, Case No. CV 12231 REK, filed Oct. 27,
2000 in federal district court in Boston. The complaint claims, under state-law
based unfair competition law, that Ventana misappropriated CytoLogix's trade
secrets related to individual slide heating and incorporated such secrets into
our Discovery and BenchMark instruments. CytoLogix seeks assignment of our
patent applications relating to individual slide heating claiming the idea,
treble damages (unspecified amount) and an injunction against our further sales
of Discovery and BenchMark instruments. We believe that we have meritorious
defenses to the claims in this action and that resolution of this matter will
not have a material adverse effect on our business, financial condition or
results of operation; however, this litigation is in an early stage and the
results of the proceeding are uncertain and there can be no assurance to that
effect.
The second is CYTOLOGIX v. VENTANA, Case No. 4 Ni 54/00 (EU) (Nullity suit),
filed November 9, 2000 in the German Federal Patent Court, Munich, Germany.
CytoLogix seeks to invalidate our German patent (no. DE 69117052.5), which
covers various aspects of our automated, slide staining system. We believe we
can defend this patent through the Nullity proceeding, however because this
action is relatively new, results of the proceeding are uncertain and there can
be no assurance to that effect. We have responded to this action and now await
further orders from the German Federal Patent Court.
13
VENTANA MEDICAL SYSTEMS, INC.
The third action is CYTOLOGIX v. VENTANA, Case No. 01-10178 REK, filed January
30, 2001 in the U.S. District Court, Eastern District of Massachusetts. This
complaint claims that we infringed on CytoLogix's patent No. 6,180,061, entitled
"Moving Platform Slide Stainer with Heating Elements," and was later amended to
add U.S. Patent No. 6,183,693, issued Feb. 7, 2001, entitled "Random Access
Slide Stainer with Independent Slide Heating Regulation," both assigned to
CytoLogix Corporation. CytoLogix seeks assignment of our patent applications
claiming the independent slide heater idea, treble damages (unspecified amount)
and an injunction against our further sales of Discovery and BenchMark
instruments. We believe that we have meritorious defenses to the claims in this
action and that resolution of this matter will not have a material adverse
effect on our business, financial condition or results of operation; however,
this litigation is in an early stage and the results of the proceeding are
uncertain and there can be no assurance to that effect.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(b) Reports on Form 8-K.
No reports were filed on Form 8-K during the quarter ended
March 31, 2001.
14
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Ventana Medical Systems, Inc.
Date: May 15, 2001 By: /s/ Nicholas Malden
-------------------------------------
Nicholas Malden, Vice President,
Chief Financial Officer and Secretary
15