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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: FEBRUARY 4, 1999
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
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On January 21, 1999, Ergo Science Corporation (the "Company") publicly
disseminated a press release announcing that it has reduced its work force by
approximately 50 percent following the Company's decision to stop funding of its
pre-clinical programs. In addition, the press release announced that Ronald H.
Abrahams, Ph.D. will resign from his positions as Chairman, President, and Chief
Executive Officer as well as his position on the Board of Directors.
Reference is made to the Company's press releases dated January 21, 1999
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 January 21, 1999
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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/ RONALD H. ABRAHAMS, PH.D.
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Ronald H. Abrahams, Ph.D.
President and Chief Executive Officer
Date: FEBRUARY 4, 1999
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
ERGO SCIENCE ANNOUNCES FURTHER STAFF REDUCTIONS
RONALD H. ABRAHAMS, PH.D. ANNOUNCES RETIREMENT AS CHAIRMAN, PRESIDENT,
AND CHIEF EXECUTIVE OFFICER ON MARCH 31, 1999
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, JANUARY 21, 1999 - Ergo Science Corporation (Nasdaq:ERGO)
today announced that it has further reduced its work force by approximately
fifty percent. These reductions result from the Company's decision to
discontinue funding of all of its pre-clinical development programs. This
decision follows the Company's receipt of a not-approvable letter from the
U.S. Food and Drug Administration (FDA) for ERGOSET-Registered Trademark-
tablets for the treatment of Type 2 diabetes. Ergo Science is continuing to
evaluate an appeal to FDA of the not-approvable letter for ERGOSET-Registered
Trademark- tablets. In addition, the Company is considering various strategic
alternatives to maximize shareholder value. At September 30, 1998, Ergo
Science reported $37M in cash, cash equivalents and short-term investments.
Ronald H. Abrahams, Ph.D., Chairman, President, and Chief Executive
Officer of Ergo Science, has also announced that he will retire from these
positions, as well as from his position on the Board of Directors of Ergo
Science, effective March 31, 1999. The Company is now in the process of finding
a successor.
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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 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-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.
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