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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
SEPTEMBER 8, 2000 (AUGUST 24, 2000)
Date of Report (Date of earliest event reported)
AVAX TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-29222 13-3575874
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
4520 MAIN STREET
SUITE 930
KANSAS CITY, MO 64111
(Address of principal executive offices)
(816) 960-1333
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 24, 2000, the Company completed its acquisition of GPH, S.A.
("Holdings") and Genopoietic S.A. ("Genopoietic") each a French societe anonyme
based in Paris, France. As previously announced, under the terms of the Stock
Contribution Agreement dated as of July 17, 2000, as amended by that certain
Agreement dated as of August 24, 2000 (the "Tax Agreement") (the "Contribution
Agreement"), 100% of the outstanding shares of both Holdings, which is the
majority shareholder of Genopoietic, and Genopoietic have been contributed to
the Company by the shareholders of those two entities in exchange for an
aggregate of 800,000 shares of the Company's common stock. Of the 800,000
shares, an aggregate of 659,756 shares issued to Professors David R. Klatzmann
and Jean-Loup Salzmann, who were the two primary shareholders of Holdings, have
been placed in escrow in large part to secure their indemnification obligations
under the Contribution Agreement. Each of Professors Klatzmann and Salzmann will
also receive $2,500.
Pursuant to the terms of the Tax Agreement, the Company agreed to
assist Professors Klatzmann and Salzmann in paying their capital gains tax
liability, if any, owing to the French tax authorities as a result of their
aggregate acquisition of the 659,756 shares of the Company's common stock under
the Contribution Agreement. The Company may, at its option, either: (i) permit
and facilitate the sale by Professors Klatzmann and Salzmann of enough of the
escrowed shares of common stock held in accordance with the Contribution
Agreement to pay any resulting capital gains tax liability; or (ii) loan to
Professors Klatzmann and Salzmann on commercially reasonable terms an amount
equal to the capital gains tax. In the event that the Professors do not pay any
capital gains tax on the acquisition of the Company's common stock at any time
during 2001, the Company will have no continuing obligation under the Tax
Agreement.
Genopoietic specializes in the research and development of cell and
gene therapies aimed at cancer, auto-immune disease and orthopedics. Genopoietic
was founded in 1993 by Professors Klatzmann and Salzmann, with the support of
Pierre et Marie Curie University (the "University"). Under the terms of the
Contribution Agreement, the Company also acquired certain of the rights to the
University's patents that cover technologies developed by Genopoietic, and the
Company has retained Genopoietic's exclusive agreement with the University
relating to the work of Professor Klatzmann in his laboratory at the University.
Professors Klatzmann and Salzmann have signed consulting agreements
with AVAX International Services, Inc, an affiliate of the Company, to advance
the interests of both the Company and Genopoietic. Pursuant to the Rights
Agreements dated as of August 24, 2000 between the Company and each of
Professors Klatzmann and Salzmann, Professors Klatzmann and Salzmann also each
have the right to acquire up to an additional 1,100,000 shares of the Company's
common stock, upon the successful and timely achievement of development and
commercialization milestones by Genopoietic. These milestones include: obtaining
GMP certification of Genopoietic's facility in Lyon, France to manufacture
M-Vax(TM), the Company's autologous cell vaccine (AC Vaccine(TM)) for the
treatment of stage 3 melanoma, and to manufacture Genopoietic's autologous
chondrocyte product; reaching specific regulatory and sales milestones related
to M-Vax, chondrocytes and second generation chondrocytes; and reaching
regulatory milestones related to Genopoietic's thymidine kinase suicide gene
technology for the treatment of graft-versus-host-disease, cancer and other
indications.
The Company also entered into the Research Funding Agreement dated as
of August 24, 2000 with Genopoietic, the Company's new wholly owned subsidiary,
(the "Research Funding Agreement") to provide funding to Genopoietic for direct
costs of basic scientific research in areas of mutual interest to
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the Company and Genopoietic. Subject to the fulfillment of certain funding
conditions, the Company has agreed to provide up to an aggregate of $8,000,000
to Genopoietic throughout the period ending July 31, 2005. At the Company's
option, the funds will be provided as additional contributions to the capital of
Genopoietic, as payment of indebtedness owed by Genopoietic to third parties or
as a long-term loan to Genopoietic.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) AND (b) FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL STATEMENTS.
The financial statements required by Items 7(a) and (b) of Form 8-K
will be filed by the Company on or before November 7, 2000.
(c) EXHIBITS.
10.1 Stock Contribution Agreement dated as of July 17, 2000, among
AVAX Technologies, Inc., Professor David R. Klatzmann, Professor
Jean-Loup Salzmann, GPH, S.A. and Genopoietic, S.A.
10.2 [Tax] Agreement dated as of August 24, 2000, among AVAX
Technologies, Inc., GPH, S.A., Genopoietic S.A., Professor David
R. Klatzmann and Professor Jean-Loup Salzmann.
*10.3 Rights Agreement dated as of August 24, 2000 between the Company
and Professor David R. Klatzmann (an identical agreement was
entered into between the Company and Professor Jean-Loup
Salzmann).
10.4 Research Funding Agreement dated as of August 24, 2000 between
the Company and Genopoietic, S.A.
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* To be filed by amendment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
AVAX TECHNOLOGIES, INC.
Date: September 8, 2000
By: /s/ David L. Tousley
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Name: David L. Tousley
Title: Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
10.1 Stock Contribution Agreement dated as of
July 17, 2000.
10.2 [Tax] Agreement dated as of August 24, 2000.
*10.3 Klatzmann Rights Agreement dated as of
August 24, 2000.
10.4 Research Funding Agreement dated as of
August 24, 2000.
</TABLE>
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* To be filed by amendment.
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