Biopsys Medical Inc – ‘10-Q’ for 12/31/96

As of:  Wednesday, 2/12/97   ·   For:  12/31/96   ·   Accession #:  912057-97-4594   ·   File #:  0-28016

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      14     55K 
 2: EX-11.1     Statement re: Computation of Earnings Per Share        1      7K 
 3: EX-27       Financial Data Schedule (Pre-XBRL)                     2      8K 

10-Q   —   Quarterly Report
Document Table of Contents

10-Q
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 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                      
                              --------------------------------------------------
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     0-28016                                                     
Number              Biopsys Medical, Inc.                                       
                    ------------------------------------------------------------
                        (Exact name of registrant as specified in its charter)

      Delaware                                    33-0578012
--------------------------------------------           --------------------     
State or other jurisdiction of incorporation             (I.R.S. Employer       
       or organization)                            Identification No.)

3 Morgan, Irvine CA  92618
----------------------------------------------------------------------------
(address of principal executive offices)
(Zip Code)

714-460-7800
----------------------------------------------------------------------------
(Registrant's telephone number, including area code)

----------------------------------------------------------------------------
 (Former name, former address and fiscal year, if changed since 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                                                                    
-----    -----                                                            

As of January 29, 1997,  9,830,713 shares of Common Stock were issued and       
outstanding.                                                                    

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 BIOPSYS MEDICAL, INC.

FORM 10-Q For the Three and Six Months Ended December 31, 1996

 INDEX

                                                                            PAGE
                                                                            ----
         Facing Sheet                                                        1

         Index                                                               2

Part I.   Financial Information                                                 

Item 1.   a) Balance sheets at December 31, 1996 and June 30, 1996            3 

 b) Statements of operations for the three month and six month
            periods ended December 31, 1996 and 1995                         4

c) Statements of cash flows for the six month periods ended 
            December 31, 1996 and 1995                                       5

         d) Note to financial statements                                     6

Item 2.   Management's Discussion and Analysis of Financial Condition and       
         Results of Operations                                               7

Part II.  Other Information                                                  11 

         Signature                                                          13

         Index to Exhibits                                                  14

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 PART 1: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS                                                   

 BIOPSYS MEDICAL, INC.
BALANCE SHEETS

ASSETS

                                                  December 31,      June 30,
                                                   ---------------------------
                                                    1996            1996
                                                   -----------     -----------
                                 (unaudited)

CURRENT ASSETS:                                                                 
  Cash and cash equivalents                        $ 7,019,000     $12,122,000
  Short-term investments                             8,790,000       9,405,000
  Accounts receivable, net                           2,317,000         985,000
  Inventories                                        2,386,000       1,581,000
  Prepaid expenses and other current assets            561,000         141,000
                                                   -----------     -----------
     Total current assets                           21,073,000      24,234,000

LONG-TERM INVESTMENTS                                18,914,000      15,860,000 

PROPERTY AND EQUIPMENT, net                             986,000         776,000 

OTHER ASSETS                                             32,000          44,000 
                                                   -----------     -----------
                                                   $41,005,000     $40,914,000
                                                   -----------     -----------
                                                   -----------     -----------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:                                                            
  Accounts payable                                 $   922,000     $ 1,270,000
  Accrued expenses                                     775,000         561,000
                                                   -----------     -----------
     Total current liabilities                       1,697,000       1,831,000

COMMITMENTS                                                   -               - 

STOCKHOLDERS' EQUITY                                                            
Common Stock, $.001 par value; 50,000,000                                 
shares authorized; 9,793,377 shares issued                              
   and outstanding                                      10,000          10,000
  Additional paid-in capital                        45,095,000      45,092,000
   Accumulated deficit                               (6,609,000)     (6,615,000)
  Deferred stock option compensation                   812,000         596,000
                                                   -----------     -----------
     Net stockholders' equity                       39,308,000      39,083,000
                                                   -----------     -----------
                                                   $41,005,000     $40,914,000
                                                   -----------     -----------
                                                   -----------     -----------

 See accompanying notes to financial statements.

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 BIOPSYS MEDICAL, INC.
STATEMENTS OF OPERATIONS
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                          Three Months Ended December 31,    Six Months Ended December 31,  
                                          -------------------------------   ------------------------------- 
                                              1996                1995          1996                1995    
                                          -----------          ----------   -----------         ----------- 
                                                                                                            

Net Sales                                 $ 3,302,000          $  538,000   $ 5,703,000         $   763,000 

Cost of Sales                               1,404,000             317,000     2,510,000             470,000 
                                          -----------          ----------   -----------         ----------- 

     Gross Profit                           1,898,000             221,000     3,193,000             293,000 

Operating Expenses:                                                                                         
     Research and development                 574,000             274,000     1,060,000             511,000 
     Selling, general and administrative    1,664,000             915,000     3,081,000           1,418,000 
                                          -----------          ----------   -----------         ----------- 

          Total operating expenses          2,238,000           1,189,000     4,141,000           1,929,000 
                                          -----------          ----------   -----------         ----------- 

Interest income                               484,000              71,000       953,000             135,000 
Interest expense                                    -                   -             -             (13,000)
                                          -----------          ----------   -----------         ----------- 

Net income (loss)                         $   144,000          $ (897,000)  $     5,000         $(1,514,000)
                                          -----------          ----------   -----------         ----------- 
                                          -----------          ----------   -----------         ----------- 

Net income (loss) per share               $      0.01          $    (0.12)  $      0.00         $     (0.20)
                                          -----------          ----------   -----------         ----------- 
                                          -----------          ----------   -----------         ----------- 

Weighted average shares outstanding        11,055,000           7,600,000    10,983,000           7,570,000 


 See accompanying notes to financial statements.

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 BIOPSYS MEDICAL, INC.
STATEMENTS OF CASH FLOWS
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                                      Six Months Ended December 31,  
                                                                     ------------------------------- 
                                                                         1996                1995    
                                                                     -----------         ----------- 
                                                                                                     

CASH FLOWS FROM OPERATING ACTIVITIES:                                                                
     Net income (loss)                                               $     5,000         $(1,514,000)
     Adjustments to reconcile net income (loss) to net cash used in                                  
          operating activities:                                                                      
     Depreciation and amortization                                       120,000              43,000 
     Deferred Compensation                                               217,000             199,000 
     Changes in assets and liabilities:                                                              
         Accounts receivable                                          (1,332,000)           (264,000)
         Prepaid expenses and other current assets                      (420,000)             (5,000)
        Inventories                                                     (805,000)           (511,000)
         Accounts payable and accrued expenses                          (134,000)            290,000 
                                                                     -----------         ----------- 

         Net cash used in operating activities                        (2,349,000)         (1,762,000)

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                
   Acquisition of property and equipment                                (317,000)           (267,000)
   Short-term investment maturities                                      615,000                   - 
   Short-term investment purchases                                             -          (1,516,000)
   Long-term investment purchases                                     (3,054,000)                  - 
                                                                     -----------         ----------- 

          Net cash used in investing activities                       (2,756,000)         (1,783,000)

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                
     Net proceeds from issuance common stock                               2,000               7,000 
     Net proceeds from issuance of Series C preferred stock                    -           6,495,000 
                                                                     -----------         ----------- 

           Net cash provided by financing activities                       2,000           6,502,000 
                                                                     -----------         ----------- 

NET INCREASE (DECREASE) IN CASH AND CASH                                                             
  EQUIVALENTS                                                         (5,103,000)          2,957,000 

CASH AND CASH EQUIVALENTS, beginning of period                        12,122,000              13,000 
                                                                     -----------         ----------- 

CASH AND CASH EQUIVALENTS, end of period                             $ 7,019,000         $ 2,970,000 
                                                                     -----------         ----------- 
                                                                     -----------         ----------- 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                     
     Cash paid for income taxes                                      $         -         $       800 
                                                                     -----------         ----------- 
                                                                     -----------         ----------- 

     Cash paid for interest                                          $         -         $         - 
                                                                     -----------         ----------- 
                                                                     -----------         ----------- 


 See accompanying notes to financial statements.

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 BIOPSYS MEDICAL, INC.

 NOTES TO FINANCIAL STATEMENTS
 (UNAUDITED)

1.   BASIS OF PRESENTATION                                                      

   The accompanying balance sheet as of December 31, 1996 and the statements
of operations and cash flows for the three months and six months ended          
December 31, 1996 and 1995 have been prepared by Biopsys Medical, Inc.( the     
"Company"), without audit.  In the opinion of management, all adjustments       
necessary to present fairly the financial position, results of operations, and  
cash flows at December 31, 1996, and for all periods presented, have been made. 

Although the Company believes that the disclosures in these financial 
statements are adequate to make the information presented not misleading,       
certain information and footnote disclosures required by Generally Accepted     
Accounting Principles for complete financial statements have been omitted       
pursuant to the rules and regulations of the Securities and Exchange Commission 
("SEC"). This financial data should be reviewed in conjunction with the audited 
financial statements and notes thereto included in the Company's Form 10-K for  
the year ended June 30, 1996.  The results of operations for the three months   
and six months ended December 31, 1996 may not necessarily be indicative of the 
operating results for the full 1997 fiscal year.                                

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ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND       
RESULTS OF OPERATIONS                                       

The following discussion of the financial condition and results of    
operations of the Company should be read in conjunction with the unaudited      
Financial Statements and related Note thereto included in Part I - Item 1 of    
this Form 10-Q and with the Financial Statements and related Notes thereto      
included in its June 30, 1996 Annual Report on Form 10-K.  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.  Actual events or results may differ materially from      
those projected in the forward-looking statements as a result of the factors    
described herein and in the documents incorporated herein by reference.         
Such forward-looking statements include, but are not limited to, statements     
concerning the Company's operating and capital requirements.                    

OVERVIEW                                                                        

Since its inception in July 1993, the Company has been engaged in the 
design, development, clinical testing and, more recently, the manufacture and   
sale of the Mammotome Biopsy System. The Company received clearance of its      
510(k) premarket notification for the Mammotome Biopsy System from the FDA in   
April 1995, began limited sales to selected customers in May 1995 and           
commercially introduced the Mammotome Biopsy System in August 1995.  For the    
three and six months ended December 31, 1996, net sales of the Mammotome Biopsy 
System totaled $3,302,000 and $5,703,000, respectively.  As of December 31,     
1996, the Mammotome Biopsy System had been used in approximately 40,000 breast  
biopsy procedures at approximately 416 sites primarily in the United States.    

The Company has a limited history of operations and has experienced   
significant operating losses since inception.  As of December 31, 1996 the      
Company had an accumulated deficit of approximately $6.6 million.  Results of   
operations may fluctuate significantly from quarter to quarter and will depend  
upon numerous factors, including the extent to which the Company's products     
continue to gain market acceptance, actions relating to regulatory and          
reimbursement matters, progress of clinical trials, introduction of alternative 
means for less-invasive breast biopsy by competitors of the Company, pricing of 
competitive products and the cost and effect of promotional discounts and       
marketing programs.  There can be no assurance that the Company will            
successfully commercialize the Mammotome Biopsy System or achieve significant   
revenues or profitability.  Furthermore, although the Company achieved          
profitability in the quarter ended December 31, 1996, there can be no assurance 
that such levels of revenues and profitability will be sustained on a quarterly 
or annual basis, or at all.                                                     

    The Mammotome procedure requires the use of an imaging modality during the
procedure.  Currently, the only imaging modality with which the Mammotome Biopsy
System is compatible is a prone stereotactic x-ray imaging table.  Two          
companies, Fischer and Lorad, have sold substantially all of the approximately  
1,000 prone stereotactic imaging tables installed in the United States.  The    
Company has established non-exclusive marketing arrangements with Fischer and   
Lorad under which Fischer and Lorad can purchase Mammotome drive units from the 
Company at a discount from list price and can then bundle Mammotome drive units 
with stereotactic imaging tables for sale to customers.  However, Mammotome     
probes and other disposable products related to the Mammotome Biopsy System are 
purchased by the customer directly from the Company, not from Fischer or Lorad. 
There can be no assurance that Fischer and Lorad will purchase or promote the   
Mammotome drive unit or that they will continue their marketing arrangements    
with the Company.  Lorad also has an arrangement with United States Surgical    
Corporation ("USSC"), a competitor of the Company, under which Lorad            
manufactures stereotactic tables for USSC on a private label basis.  In         
addition, Fischer and Lorad may have additional arrangements to market other    
competing biopsy systems.  There can be no assurance that these or other imaging
equipment manufacturers will not redesign the stereotactic tables so that they  
would not be compatible with the Mammotome Biopsy System.  The failure or loss  
of such marketing arrangements could have a material adverse affect on the      
Company's business, financial condition and results of operations.              

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  The Company has limited experience in manufacturing the Mammotome Biopsy
System.  If the Company is unable to manufacture an adequate number of drive    
units or probes on a cost-effective and timely basis, it would have a material  
adverse effect on the Company's ability to realize significant product revenues 
for at least the next several quarters.  The Company currently contracts with   
third parties to manufacture certain components of the Mammotome Biopsy System. 
Final assembly, sterilization and packaging of the Mammotome Biopsy System is   
currently performed by the Company in-house and by contract manufacturers.  The 
Company has limited capacity to manufacture the Mammotome Biopsy System and will
be required to increase its in-house capability to manufacture more of the      
system's components.  There can be no assurance that the Company will be able to
attract, train and retain the required personnel or will be able to increase its
manufacturing capability in a timely manner, or at all.  There can be no        
assurance that reliable, high-volume manufacturing can be established or        
maintained at commercially reasonable costs on a timely basis, or at all.  If   
the Company is unable to increase its in-house manufacturing capability, the    
Company may need to obtain alternative manufacturing facilities or establish    
additional contract manufacturing for its products.  Delays associated with, or 
the inability to establish, such additional capacity could have a material      
adverse affect on the Company's business, financial condition and results of    
operations.                                                                     

   The Company purchases components used in the Mammotome Biopsy System from
various suppliers.  A limited number of parts and components are currently      
available only from single sources. The Company is in the process of qualifying 
additional sources for these components.  There can be no assurance that the    
Company will be successful in qualifying any additional sources on a timely     
basis, or at all. Medical device companies frequently experience difficulties in
obtaining required quantities of components necessary to manufacture their      
products.  For example, the industry has experienced shortages of the type of   
stainless steel used in the Mammotome probes, and there can be no assurance that
such shortages will not occur in the future.  If the Company or any of its      
contract manufacturers encounter future manufacturing difficulties, including   
problems involving production yields, quality control and assurance, shortages  
of components or shortages of qualified personnel, it could have a material     
adverse effect on the Company's business, financial condition and results of    
operations.  In addition, prior to international commercialization, the Company 
will be required to attain and maintain compliance with GMP requirements and ISO
9001 standards.  Failure to either attain or maintain compliance with the       
applicable regulatory requirements of various regulatory agencies would have a  
material adverse effect on the Company's business, financial condition and      
results of operations.                                                          

Biopsys has during the past several months engaged in discussions and 
correspondence with the FDA's 510(k) Reviewing Division regarding the Mammotome 
system and the FDA's concerns that devices cleared under 510(k) premarket       
notifications for diagnostic tissue sampling are being used for excision of     
tissue.  The Company's discussions with the Reviewing Division resulted in      
defining the procedural steps necessary to fulfill the agency's requests and    
desire to establish consistent indications and promotional materials for all    
breast biopsy devices.  As a result, on February 3 and 4, 1997, Biopsys advised 
the FDA that it would comply with the requests and file a stand alone 510(k)    
application for the Mammotome specifically directed towards breast biopsy for   
diagnostic purposes.  However, on February 5, 1997, the Company received a      
warning letter concerning the labeling and promotion of the Mammotome system    
from a different FDA division than the division involved in previous            
discussions.  The Company believes that the commitments already made to the FDA 
should help to provide a resolution of the principal issues identified in the   
warning letter.  However, although the Company currently believes that the      
resolution of these matters with the FDA will not have a material impact on its 
business or operations, the Company cannot predict how long it will take for    
resolution of these matters.                                                    

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RESULTS OF OPERATIONS                                                           

THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995                                   

Net sales for the three months ended December 31, 1996 were $3,302,000
compared to $538,000 during the three months ended December 31, 1995.  The      
Company commenced commercial shipments of its Mammotome Biopsy System in August 
1995.  Net sales for the three months ended December 31, 1996 reflect sales of  
99 Mammotome drive units and approximately 15,000 disposable probes compared to 
32 Mammotome drive units and approximately 2,600 disposable probes in the three 
months ended December 31, 1995.                                                 

During the three months ended December 31, 1996, cost of sales totaled
$1,404,000, or 42.5% of net sales compared to $317,000 or 59% of net sales in   
the prior year.  The decrease in cost of sales as a percentage of net sales and 
resulting higher gross profit is primarily related to a higher sales mix of     
disposable probes which carry a higher gross profit.                            

 Research and development expenses increased 109% to $574,000 during the
three months ended December 31, 1996 from $274,000 during the three months ended
December 31, 1995.  This increase was primarily due to research and development 
expenses associated with the continued development of the 11-gauge probe, the   
MicroMark Clip, software and ultrasound related products.                       

  Selling, general and administrative expenses increased 82% to $1,664,000
during the three months ended December 31, 1996 from $915,000 during the three  
months ended December 31, 1995.  This increase was primarily due to the hiring  
of sales personnel, increased marketing activities and increases in             
administrative personnel and related costs to support increased commercial sales
of the Mammotome Biopsy System.                                                 

Interest income increased to $484,000 during the three months ended   
December 31, 1996 from $71,000 during the three months ended December 31, 1995. 
The increase was due to higher cash balances and short-term and long-term       
investments associated with completion of the Company's initial public offering 
in May 1996.                                                                    

SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995                                     

Net sales for the six months ended December 31, 1996 were $5,703,000  
compared to $763,000 during the six months ended December 31, 1995.  Net sales  
for the six months ended December 31, 1996 reflect sales of 196 Mammotome drive 
units and approximately 26,000 disposable probes compared to 52 Mammotome drive 
units and approximately 3,500 disposable probes in the six months ended December
31, 1995.                                                                       

During the six months ended December 31, 1996, cost of sales totaled  
$2,510,000, or 44% of net sales compared to $470,000, or 61.5% of net sales in  
the prior year. The decrease in cost of sales as a percentage of net sales and  
resulting higher gross profit is primarily related to a higher sales mix of     
disposable probes which carry a higher gross profit.                            

   Research and development expenses increased 107% to $1,060,000 during the
six months ended December 31, 1996 from $511,000 during the six months ended    
December 31, 1995. This increase was primarily due to research and development  
expenses associated with the continued development of the 11-gauge probe, the   
MicroMark Clip, software and ultrasound related products.                       

   Selling, general and administrative expenses increased 117% to $3,081,000
during the six months ended December 31, 1996 from $1,418,000 during the six    
months ended December 31, 1995. This increase was primarily due to the hiring of
sales personnel, increased marketing activities and increases in administrative 
personnel and related costs to support commercial sales of the Mammotome Biopsy 
System.                                                                         

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    Interest income increased to $953,000 during the six months ended December
31, 1996 from $122,000, net during the six months ended December 31, 1995. The  
increase was due to higher cash balances and short-term and long-term           
investments associated with completion of the Company's initial public offering 
in May 1996.                                                                    

LIQUIDITY AND CAPITAL RESOURCES                                                 

    In May 1996, the Company completed an initial public offering of 2,587,500
shares of common stock (including the underwriters overallotment of 337,500     
shares) at $15.00 per share.  Net proceeds to the Company were approximately    
$35.3 million.  From inception through April 1996, the Company  financed its    
operations primarily through the private placement of equity securities totaling
$9.7 million.  These equity securities were converted to common stock in        
conjunction with the initial public offering. As of December 31, 1996, cash,    
cash equivalents, short-term and long-term investments totaled $34.7 million.   
The Company's cash used in operating activities increased to $2.3 million for   
the six months ended December 31, 1996 from $1.8 million for the six months     
ended December 31, 1995, primarily resulting from  increases in accounts        
receivable and inventories related to the commercial introduction of the        
Mammotome Biopsy System.                                                        

    The Company's principal source of liquidity at December 31, 1996 consisted
of cash, cash equivalents, short-term and long-term investments of $34.7        
million.  The Company has adopted investment guidelines which restrict the types
and quality of investments the Company is authorized to enter into.  At December
31, 1996, the Company had invested approximately $1.2 million in money market   
funds, approximately $15.8 million in commercial paper and short term corporate 
bonds rated a minimum of A1/P1, and approximately $17.7 million in U.S.         
government treasury notes or long term corporate bonds.  At December 31, 1996,  
the Company had no long term debt.  The Company has never had and currently does
not have commitments for credit facilities, such as revolving credit agreements 
or lines of credit, that could provide additional working capital.              

The Company believes that the current cash balances and short-term and
long-term investments will be sufficient to meet the Company's operating and    
capital requirements through fiscal 1997.  The Company's future liquidity and   
capital requirements will depend on numerous factors, including the extent to   
which the Company's Mammotome Biopsy System gains market acceptance, the timing 
of regulatory actions regarding the Company's potential future products, the    
costs and timing of expansion of sales, marketing and manufacturing activities, 
obtaining and enforcing patents important to the Company's business, results of 
clinical trials and competition.  There can be no assurance that the Company    
will not be required to raise additional capital, or that such capital will be  
available on acceptable terms, or at all.                                       

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PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                                     

None.                                                       

ITEM 2.   CHANGES IN SECURITIES                                                 

None.                                                       

ITEM 3    DEFAULTS IN SENIOR SECURITIES                                         

None                                                        

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   

On December 9, 1996, at the Company's Annual Meeting of Stockholders, the       
holders of Common Stock of the Company (i) elected two Class I directors to     
serve for terms of three years expiring upon the 1999 Annual Meeting of         
Stockholders and elected two Class III directors to serve for terms of two years
expiring upon the 1998 Annual Meeting of Stockholders, and (ii) ratified the    
appointment of Deloitte and Touche LLP as independent auditors for the fiscal   
year ending June 30, 1997.  The voting on each matter is set forth below.       

1.   Votes cast for election of directors.                                      

  Nominee                       Total For       Total Withheld
                                Each Nominee     From Each Nominee
--------------------------------------------------------------------  

CLASS I DIRECTORS:                                                    
David W. Chonette                   8,743,901            200          
Thomas J. Fogarty, M.D.             8,743,901            200          

CLASS III DIRECTORS:                                                  
Norwick B.H. Goodspeed              8,743,601            500          
Edgar J. Cummins                    8,743,601            500          

2.   Votes cast to ratify the appointment of Deloitte & Touche LLP.             

FOR          AGAINST        ABSTAIN      BROKER NON 
                                        VOTE

8,743,251         750            100            -0-       

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ITEM 5.   OTHER INFORMATION                                                     

None                                                        

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                      

                                                                            PAGE
                                                                            ----
(a)                                                         

              11.1   Computation of net income (loss) per share             15

              27     Financial Data Schedule                                16

(b)         Reports on Form 8-K                             

None                                

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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.                                         

           BIOPSYS MEDICAL, INC.

              By:  /s/ Steven J. Naber
                               -----------------------------------
               Steven J. Naber
                              Vice President of Finance  and
                       Chief Financial Officer
                              (Duly Authorized and Principal
                                 Financial and Accounting Officer)

Date:  February 11, 1997                                                        

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 BIOPSYS MEDICAL, INC.
 INDEX TO EXHIBITS

EXHIBIT   SEQUENTIALLY                                                          
NUMBER    DESCRIPTION                                              NUMBERED PAGE
-------   ------------                                             -------------

11.1      Statement Re: Computation of Net Income (Loss) Per Share      15      

27        Financial data schedule                                       16      

14

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
		6/30/97		11
Filed on:		2/12/97
		2/11/97		13
		2/5/97		8
		1/29/97		1
For Period End:		12/31/96		1		10
		12/9/96		11					DEF 14A
		6/30/96		6		7			10-K
		12/31/95		2		10
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