<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 22, 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 16, 1998, Ergo Science Corporation (the "Company") publicly
disseminated a press release announcing that it has reduced its work force by
approximately 50 percent. In addition, on December 17, 1998, the Company
disseminated a press release announcing that W. Leigh Thompson, M.D., Ph.D., has
resigned from its Board of Directors.
Reference is made to the Company's press releases dated December 16, 1998
and December 17, 1998 filed as Exhibits 99.1 and 99.2, respectively, 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 16, 1998
99.2 Press Release dated December 17, 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 22, 1998
--------------------------------
3
<PAGE>
Exhibit 99.1
For Immediate Release
ERGO SCIENCE ANNOUNCES STAFF REDUCTION
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 16, 1998 - Ergo Science Corporation (Nasdaq:ERGO)
today announced that it has reduced its work force by approximately 50 percent.
These reductions result from the receipt by the Company of a not-approvable
letter from the Division of Metabolic and Endocrine Drug Products at the U.S.
Food and Drug Administration (FDA) for ERGOSET(R) tablets and the termination by
Johnson & Johnson of the collaboration to develop and commercialize ERGOSET(R)
tablets for the treatment of Type 2 diabetes and obesity. Ergo Science is
continuing to evaluate an appeal to FDA of the not-approvable letter. The
Company is also re-evaluating current research and development projects and its
strategic options generally.
Ronald H. Abrahams, Ph.D., Chairman and Chief Executive Officer of Ergo
Science stated, "We deeply regret the reduction in staffing announced today and
appreciate the dedicated efforts of those employees affected by this reduction.
Dr. Abrahams continued, "We are extremely disappointed with the
not-approvable letter from the Division at FDA. We disagree with the Division's
scientific conclusions and continue to believe that this letter is contrary to
our understanding with the Division on standards for ERGOSET's approval and
appears inconsistent with recent Division action."
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.
4
<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(R) 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(R) 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(R) 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.
5
<PAGE>
Exhibit 99.2
For Immediate Release
W. LEIGH THOMPSON, M.D., Ph.D., RESIGNS AS MEMBER OF
ERGO SCIENCE'S BOARD OF DIRECTORS
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 17, 1998 - Ergo Science Corporation (Nasdaq:ERGO)
today announced that W. Leigh Thompson, M.D., Ph.D., has resigned from its Board
of Directors. Dr. Thompson first joined Ergo Science's Board in January 1997. In
order to retain the benefit of Dr. Thompson's services in the future, the
Company intends to retain Dr. Thompson as a consultant to participate in the
evaluation of its regulatory strategy for ERGOSET(R) tablets and its other
research and development programs.
Commenting on the announcement, Ronald H. Abrahams, Ph.D., Chairman and
Chief Executive Officer stated, "We are grateful to Dr. Thompson for his many
contributions to Ergo Science. We look forward to his continued assistance in
the future.
Ergo Science Background
Ergo Science Corporation is a biopharmaceutical company developing
novel treatments for metabolic and immune system disorders.
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(R) 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(R) tablets, (2) there can be no
assurance that Ergo Science will have sufficient capital to complete any
additional trials undertaken, (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(R) tablets, if approved
for commercial marketing, and
6
<PAGE>
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.
7
