<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------------------
Date of Report: December 7, 1998
ERGO SCIENCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-24936 04-3271667
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
Charlestown Navy Yard
100 First Avenue, Fourth Floor
Charlestown, Massachusetts 02129
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 241-6800
------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. Other Events
On December 7, 1998, Ergo Science Corporation (the "Company") publicly
disseminated a press release announcing that Johnson & Johnson has provided
notice of termination (effective in 30 days) of the collaboration agreement for
Ergo Science's products to treat Type 2 diabetes and obesity.
Reference is made to the Company's press release dated December 7, 1998
filed as Exhibit 99.1 hereto and incorporated by reference herein.
ITEM 7. Financial Statements, Proforma Financial Information and
Exhibits
(a) Financial Statements
None.
(b) Proforma Financial Information
None.
(c) Exhibits
99.1 Press Release dated December 7, 1998
2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ERGO SCIENCE CORPORATION
By: /s/ Francis M. Ferrara, Jr.
-------------------------------
Francis M. Ferrara, Jr.
Controller (principal accounting officer)
Date: December 15, 1998
------------------------------
3
<PAGE>
Exhibit 99.1
For Immediate Release
ERGO SCIENCE ANNOUNCES THAT JOHNSON & JOHNSON HAS PROVIDED
NOTICE OF TERMINATION OF ITS WORLDWIDE COLLABORATION
AGREEMENT WITH ERGO SCIENCE
Contact: Lisa V. DeScenza
Corporate Communications &
Investor Relations Specialist
(617) 241-6824 (Direct Line) [email protected] (E-Mail)
(617) 241-8822 (Fax) http://www.ergo.com (Web Site)
BOSTON, December 7, 1998 - Ergo Science Corporation (Nasdaq:ERGO) today
reported that Johnson & Johnson (NYSE:JNJ) has provided notice of termination
(effective in 30 days) of the collaboration agreement for Ergo Science's
products to treat Type 2 diabetes and obesity. The collaboration was formed to
develop and commercialize ERGOSET-Registered Trademark- (bromocriptine
mesylate) tablets and other products for the treatment of Type 2 diabetes and
obesity. Ergo Science is currently considering an appeal with the U.S. Food
and Drug Administration (FDA) of the non-approvable letter for its New Drug
Application (NDA) for the use of ERGOSET-Registered Trademark- tablets for
the treatment of Type 2 diabetes.
In response to the decision by Johnson & Johnson, Ronald H. Abrahams,
Ph.D., Chairman and Chief Executive Officer of Ergo Science stated, "We are
disappointed that Johnson & Johnson has decided to terminate our collaboration
agreement. We are re-evaluating our research and development strategies. We
expect results from our Phase II clinical study to determine the effects of
ERGOSET-Registered Trademark- tablets in obese subjects in the first half
of 1999."
Ergo Science Background
Ergo Science Corporation is a biopharmaceutical company developing
novel treatments for metabolic and immune system disorders. At September 30,
1998, Ergo Science reported $37M in cash, cash equivalents and short-term
investments
1
<PAGE>
This discussion contains forward-looking statements. Forward-looking
statements reflect Ergo Science's current views with respect to future
events. Actual results may vary materially and adversely from those
anticipated, believed, assumed, estimated or otherwise indicated. Important
factors that could cause actual results to differ materially include, without
limitation, (1) there can be no assurance that ERGOSET-Registered Trademark-
tablets will receive approval from FDA or that Ergo Science will be able to
submit clinical trial results in the future that will produce an approval by
the FDA of ERGOSET-Registered Trademark- tablets, (2) there can be no
assurance that Ergo Science will have sufficient capital to complete any
additional trials (3) data obtained from clinical trials are subject to
varying interpretations, and there can be no assurance that the FDA (or an
FDA panel of experts) will agree with Ergo Science's assessment of future
clinical trial results, (4) uncertainty related to the scientific development
of a new medical therapy, (5) competition in the anti-diabetic and
anti-obesity markets is intense; other products have been recently approved
for these indications and other companies are developing competing products,
(6) the need for additional funding, (7) there can be no assurance that Ergo
Science will be able to establish corporate alliances to market
ERGOSET-Registered Trademark- tablets, if approved for commercial marketing,
and assist with development of product candidates, (8) there can be no
assurance that Ergo Science's formulation of bromocriptine mesylate, if
approved for commercial marketing, will be successful in the marketplace, or
that Ergo Science will receive any profits from its sale, and (9) the
uncertainty relating to patent protection in the pharmaceutical and
biotechnology industries. Further information and additional important
factors are set forth in reports and other filings of Ergo Science with the
Securities and Exchange Commission, including, without limitation, the 1997
Annual Report on Form 10-K, generally under the section entitled "Risk
Factors." Ergo Science does not undertake to update any forward-looking
statement that may be made from time to time by or on behalf of Ergo Science.
2
