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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): September 1, 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 September 1, 2000, Cytokine Pharmasciences Inc.("Plaintiff"),
successor-in-interest to Cytokine Networks, Inc. ("CNI"), purported to serve
Convergence Pharmaceuticals, Inc. ("Convergence") (formerly ILEX Acquisition,
Inc.), an indirect wholly-owned subsidiary of ILEX Oncology, Inc. (the
"Company"), with notice of a lawsuit filed in the Superior Court Department of
the Trial Court of the Commonwealth of Massachusetts against Glenn Rice
("Rice"), in his individual capacity, and Convergence. While Rice is being sued
in his individual capacity for his alleged conduct prior to the acquisition of
Convergence by the Company on July 16, 1999, he currently serves as a director
of the Company, Vice President of Research of ILEX Products, Inc., a
wholly-owned subsidiary of the Company, and President of Convergence.
Plaintiff requests a declaratory judgment against Rice and Convergence
that Plaintiff is the exclusive owner of all inventions, improvements,
innovations, programs, methods, forms, systems, services, designs, marketing
ideas, products or processes to the extent that Rice conceived, developed or
created them during his employment by CNI, including any intellectual property
and other intangible or tangible property owned by Convergence at the time of
its acquisition by the Company. Plaintiff alleges that Convergence, through
Rice, has used, converted and otherwise misappropriated intellectual property
of CNI and requests unspecified damages for such claims and a permanent
injunction against Rice and Convergence from retaining, using or disclosing any
intellectual property and other intangible or tangible property developed in
whole or in part by Rice while he was employed by CNI. Plaintiff requests
unspecified damages from Convergence for allegations of conversion and unjust
enrichment in connection with the alleged misappropriation of Plaintiff's
property. Plaintiff alleges that Convergence, through Rice, engaged in unfair
and deceptive acts and practices in violation of the Massachusetts Consumer
Protection Act and requests threefold the amount of unspecified damages for
such claim. Plaintiff alleges that Convergence tortiously interfered with
contractual relationships of CNI by inducing Rice and other employees of CNI to
breach their employment and contractual obligations to CNI. Plaintiff requests
unspecified compensatory and punitive damages for such tort claim.
The Company believes there are meritorious defenses to the claims
and intends to defend against the lawsuit vigorously. In addition, the Company
believes that the Company and Convergence are entitled to indemnification for
damages, costs and expenses arising out of this lawsuit up to $10,000,000 under
the agreement relating to the acquisition of Convergence.
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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: September 15, 2000
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