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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 7, 2000
ILEX ONCOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-23413 94-3123681
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(Commission File Number) (IRS Employer Identification No.)
11550 I.H. 10 West, Suite 100,
San Antonio, Texas 78230
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(Address of Principal Executive Offices) (Zip Code)
(210) 949-8200
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On March 7, 2000, ILEX Oncology, Inc.(the "Company") issued a press
release announcing a private placement of the Company's securities. The press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The foregoing description is qualified by reference to such exhibit.
Item 7 (c). Exhibits.
Exhibit 99.1 Press Release dated March 7, 2000.
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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 hereunto duly authorized.
ILEX ONCOLOGY, INC.
By /s/ Gregory L. Weaver
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Gregory L. Weaver
Vice President and Chief Financial Officer
DATE: March 7, 2000
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NO.
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99.1 Press Release dated March 7, 2000.
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EXHIBIT 99.1
[ILEX ONCOLOGY LOGO]
NEWS
RELEASE
FOR IMMEDIATE RELEASE
ILEX ONCOLOGY, INC. ANNOUNCES $135 MILLION
PRIVATE PLACEMENT OF ITS COMMON STOCK
SAN ANTONIO, TX (March 7, 2000) - ILEX(TM) Oncology, Inc. (Nasdaq: ILXO) today
announced that it has entered into definitive agreements for the sale of
3,000,000 shares of its common stock at $45 per share to selected institutional
and other accredited investors. Gross proceeds to the Company are approximately
$135 million. Net proceeds to the Company, after fees and expenses, are expected
to be approximately $127 million.
An additional 1,255,988 shares are to be sold by a selling stockholder. Gross
proceeds to the selling stockholder are expected to be approximately $56.5
million. ILEX will not receive any of the proceeds from the sale of shares by
the selling stockholder. Prudential Vector Healthcare Group, a division of
Prudential Securities Incorporated, served as placement agent for the private
placement.
ILEX plans to use its share of the proceeds from the private placement to
accelerate its clinical trials and preclinical research, with a particular focus
on its late-stage clinical product candidates and preclinical angiogenesis
inhibitors, as well as for potential acquisitions of complementary technologies,
products or companies and for general corporate purposes.
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"This will help accelerate ILEX's transition from a drug development company to
a leading oncology-focused pharmaceutical company," said ILEX President and
Chief Executive Officer Richard Love.
The registration statement relating to any future resales of the newly issued
shares will be filed with the Securities and Exchange Commission (SEC). The
closing of the private placement will occur shortly after the SEC informs the
company of its willingness to declare the resale registration statement relating
to the newly issued shares effective. These securities may not be sold nor may
offers to buy be accepted prior to the time that the registration statement
becomes effective. This news release shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any such State. Any offering of ILEX securities under the resale registration
statement will be made only by means of a prospectus.
ILEX Oncology, Inc. is a drug development company focused exclusively on
accelerated development of drugs for the treatment and prevention of cancer. The
company does this in two ways: by advancing a diversified portfolio of
anticancer drugs through its ILEX Products subsidiary, and, by offering drug
development services on a contract basis to pharmaceutical and biotech companies
through its ILEX Oncology Services subsidiary. These complementary businesses
draw from the company's core relationships with international oncology experts,
strategic alliances -- providing unparalleled access to patient recruitment for
clinical trials, and simultaneous European and US drug development and approval
capabilities.
Certain statements contained herein are "forward-looking" statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995).
Because such statements include risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements include, but are
not limited to, clearance of the resale registration statement by the Securities
and Exchange Commission (SEC); the early stage of the Company's compounds under
development; risks in technology and product development; failure to
successfully complete clinical trials; failure to receive market clearance from
regulatory agencies; dependence on third parties and partners; and those risks
described in the Company's Form S-3 filed January 25, 2000 (Commission file
#333-95353), and the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, and in other filings made by the Company with the SEC. The
Company disclaims any obligation to update these forward-looking statements.
Contact:
Ann Stevens, Investor Relations, (210) 949-8230
