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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 (Date of earliest event reported): November 12, 1999
V.I. TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
000-24241
(Commission
File Number)
Delaware 11-328476
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
155 Duryea Road
Melville, New York 11747
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 752-7314
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 12, 1999, V.I. Technologies, Inc., a Delaware corporation
("VITEX"), completed the acquisition of Pentose Pharmaceuticals, Inc., a
Delaware corporation ("Pentose"), pursuant to an Agreement and Plan of Merger
and Reorganization dated as of July 28, 1999, as amended November 8, 1999 (the
"Merger Agreement"), by and among VITEX, Pentose, and certain stockholders of
Pentose. The stock-for-stock transaction was approved by the stockholders of
both companies on November 12, 1999. The principal business of Pentose is the
development for commercialization of novel antiviral products for medical use
based on applications of nucleic acid chemistry. Pentose has developed the
INACTINE(TM) technology platform for the inactivation of viral pathogens in
blood components for transfusion, plasma derivatives, and biopharmaceuticals.
VITEX intends to continue to use the assets of Pentose to develop and
commercialize antiviral products for medical use based on applications of
nucleic acid chemistry.
Pentose merged directly with and into VITEX, with VITEX as the surviving
corporation, effective as of November 12, 1999. Each share of Pentose common
stock, Pentose Series A Preferred Stock, and Pentose Series B Preferred Stock
was converted into the right to receive 0.48937, 0.60222, and 0.77506 of a share
of VITEX common stock, respectively. The exchange ratios were determined through
arm's length negotiation between the parties. The total number of shares of
VITEX common stock issued in the merger was 6,443,731. Each outstanding option
and warrant to purchase Pentose common stock was converted into the right to
purchase 0.48937 of a share of VITEX common stock. A total of approximately
500,000 shares of VITEX common stock are issuable to option-holders and warrant-
holders of Pentose upon exercise of options and warrants assumed in the merger.
The merger is expected to qualify as a tax-free reorganization and will be
accounted for as a purchase.
Prior to the merger, VITEX and Pentose were parties to an Option,
Development, Manufacture and License Agreement whereby VITEX was contracted to
perform an initial evaluation relating to a possible collaboration using the
parties' respective technologies and to further develop and commercialize
virally inactivated blood products. In addition, a venture capital firm
comprised of several limited partnerships, collectively known as Ampersand
Ventures, owned approximately 52% of Pentose common stock (on an as converted to
common stock basis) and 21% of VITEX common stock prior to the merger and, as a
result of the merger, owns approximately 33% of the common stock of VITEX.
Finally, two of the three Pentose Directors, Dr. Richard A Charpie (who is
managing general partner of various Ampersand Ventures entities) and Peter D.
Parker (a general partner of various Ampersand Ventures entities) are directors
of VITEX. The third Pentose Director, Dr. Samuel K. Ackerman, who held
approximately 16% of Pentose common stock (on an as converted to common stock
basis) and who holds approximately 4% of VITEX common stock as a result of the
merger, has been appointed as a Director and Executive Vice President of VITEX.
The description contained herein of the transaction is qualified in its
entirety by reference to the Merger Agreement, as amended (Exhibits 2.1 and 2.2,
previously filed and incorporated herein by reference) and VITEX's press release
announcing the effectiveness of the merger
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(Exhibit 99.1, attached hereto and incorporated herein by reference).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired.
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Audited financial statements of Pentose, and the notes thereto,
required by this item will be filed by amendment to this Form 8-K not
later than January 26, 2000.
(b) Pro forma financial information.
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The pro forma financial information required by this Item will be
filed by amendment to this Form 8-K not later than January 26, 2000.
(c) Exhibits.
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The following exhibits are filed as part of this report pursuant to
Item 601 of Regulation S-K:
Exhibit
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Number Description
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2.1 Agreement and Plan of Merger dated as of July 28, 1999, by
and among VITEX, Pentose, and certain stockholders of
Pentose. Filed as Exhibit 2 to the Registrant's Registration
Statement on Form S-4, as amended (Registration Statement
No. 333-87443) and incorporated herein by reference.
2.2 Amendment to Agreement and Plan of Merger dated as of
November 8, 1999, by and among VITEX, Pentose, and certain
stockholders of Pentose. Filed as Exhibit 2.1 to the
Registrant's Registration Statement on Form S-4, as amended
(Registration Statement No. 333-87443) and incorporated
herein by reference.
99.1 VITEX's Press Release dated November 15, 1999. Filed
herewith.
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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.
Date: November 24, 1999 V.I. TECHNOLOGIES, INC.
(Registrant)
By: /s/ John R. Barr
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John R. Barr
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
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Number Description
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2.1 Agreement and Plan of Merger dated as of July 28, 1999, by and
among VITEX, Pentose, and certain stockholders of Pentose. Filed as
Exhibit 2 to the Registrant's Registration Statement on Form S-4, as
amended (Registration Statement No. 333-87443) and incorporated herein
by reference.
2.2 Amendment to Agreement and Plan of Merger dated as of November 8,
1999, by and among VITEX, Pentose, and certain stockholders of
Pentose. Filed as Exhibit 2.1 to the Registrant's Registration
Statement on Form S-4, as amended (Registration Statement No.
333-87443) and incorporated herein by reference.
99.1 VITEX's Press Release dated November 15, 1999. Filed herewith.
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EXHIBIT 99.1
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[Logo of VITEX] [Logo of PENTOSE]
Contact:
John Barr Samuel Ackerman, M.D.
President and CEO President and CEO
V.I. Technologies Pentose Pharmaceuticals, Inc.
(516) 752-7314 (617) 864-4800
www.vitechnologies.com www.pentose.com
Alison Ziegler/Brian Gill/Deanne Eagle Sharon Karisberg
Financial Relations Board/BSMG Feinstein Kean Healthcare
(212) 661-8030 (617) 577-8110
www.frbinc.com www.fkhealth.com
FOR IMMEDIATE RELEASE
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November 15, 1999
V.I. Technologies and Pentose Pharmaceuticals Complete Merger
MELVILLE, N.Y. and CAMBRIDGE, MA, November 15, 1999 -- V.I. Technologies, Inc.
(VITEX) (Nasdaq: VITX) and Pentose Pharmaceuticals, Inc. announced today the
completion on November 12, 1999 of their previously announced merger. The all
stock transaction was finalized today after shareholders from both companies
voted to approve the agreement. The merger unites two leaders in the emerging
field of blood product viral inactivation.
Under terms of the agreement, Pentose shareholders will receive approximately
6,444,000 shares of VITEX common stock, giving them 34% ownership of the
approximately 18,952,000 outstanding shares of the combined company. VITEX is
accounting for the transaction as a purchase valued at approximately $41
million, and accordingly expects to write off approximately $34 million of the
transaction cost as in-process R&D in the fourth quarter.
"This merger further strengthens VITEX's position as the leading company in the
field of blood safety and viral inactivation," said John Barr, President and
Chief Executive Officer of VITEX. "The merger with Pentose gives VITEX the
leading virus inactivation technology for red cells -- a $2 billion market
opportunity. The Pentose INACTINE(TM) red cell technology was approved by the
FDA to enter clinical trials on September 3, 1999 with the first patients to be
enrolled in the study this quarter. Together with our partners from Pentose, we
will continue to build on the success of PLAS+(R)SD, the first virally
inactivated transfusion product to win approval in the U.S., and expand our
existing pipeline. We will also apply revenues from sales of our currently
marketed blood safety products to accelerate development of the Pentose
INACTINE(TM) red cell product."
VITEX is a leading developer and manufacturer of a broad portfolio of blood
products that utilize its patented viral inactivation technologies designed to
ensure safe blood products. The technologies are tailored for all blood
component applications and other blood-derived products, including plasma,
plasma derivatives, red blood cells and platelets. The first of VITEX's virally-
inactivated products, PLAS+(R)SD, is the only FDA approved method for viral
inactivation of plasma. For further information, please visit the VITEX web site
at www.vitechnologies.com.
Except for the historical information contained herein, the matters discussed
are forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. These statements involve
risks and uncertainties, such as quarterly fluctuations in operating results,
the timely availability of new products, market acceptance of the company's
products, the impacts of competitive products and pricing, government regulation
of
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the company's products and other risks and uncertainties set forth in the
company's filings with the Securities and Exchange Commission. These risks and
uncertainties could cause actual results to differ materially from any forward-
looking statements made herein.
To receive additional information on V.I. Technologies, Inc., via fax, at no
charge, dial 1-800-PRO-INFO and enter code VITX.
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