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):
July 20, 1999
AGRITOPE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
(Commission File No.)
000-23531
93-0820945
(IRS Employer Identification No.)
16160 SW Upper Boones Ferry Road
Portland, Oregon 97224
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 670-7702
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Item 5. Other Events
On July 20, 1999, Agritope, Inc. ("Agritope") and Rhone-Poulenc
Agro, a division of Rhone-Poulenc, S.A., announced their formation of Agrinomics
LLC ("Agrinomics"). Agrinomics has begun a research, development and
commercialization program in the field of agricultural functional genomics.
Agritope and Rhone-Poulenc Agro each own a 50% interest in Agrinomics.
Agrinomics intends to identify, develop and commercialize novel
genes which may be discovered under a gene discovery program involving
genetically modified plant seed. Rhone-Poulenc Agro will make capital
contributions to Agrinomics in cash totaling $20 million over a five-year
period, $5 million of which it has already contributed. Rhone-Poulenc Agro will
also provide Agrinomics access to high technology equipment and support and
perform research work for it. Agritope will contribute to Agrinomics gene
discovery technology, genetically modified seed, technical expertise and
research work.
For further information with respect to Agrinomics, see Exhibit
99.1 filed herewith.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated July 20, 1999, announcing the formation
by Agritope, Inc. and Rhone-Poulenc, S.A. of Agrinomics LLC, an agricultural
functional genomics company.
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.
Agritope, Inc.
Date: July 22, 1999. By: /s/ Gilbert N. Miller
----------------------------
Gilbert N. Miller
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
99.1 Press release dated July 20, 1999, announcing the formation by Agritope,
Inc. and Rhone-Poulenc, S.A. of Agrinomics LLC, an agricultural functional
genomics company.
<PAGE>
FOR IMMEDIATE RELEASE
Agritope and Rhone-Poulenc Establish Functional Genomics Company
PORTLAND, OREGON (USA) AND LYON, FRANCE JULY 20, 1999: Agritope, Inc.
(Nasdaq: AGTO) and Rhone-Poulenc Agro, a division of Rhone-Poulenc, S.A. (NYSE:
RP) today announced that they have formed Agrinomics LLC which has begun a
research, development and commercialization program in the field of agricultural
functional genomics. Agritope owns a 50% interest in Agrinomics and
Rhone-Poulenc Agro owns the remaining 50% interest.
Agrinomics will identify, develop and commercialize novel genes expected to
be discovered under a gene discovery program called the ACTTAG(TM) Gene
Discovery Program. The ACTTAG program utilizes activation tagging, a technique
that enables researchers to rapidly discover genes and the traits they confer.
Agrinomics and its academic collaborators at The Salk Institute of San Diego,
California (USA) and the University of Edinburgh, Scotland will each generate
genetically modified seeds that will be screened by Agrinomics for a wide
variety of traits such as disease resistance, insect resistance, new
morphologies, abiotic stress tolerance, improved flowering characteristics,
herbicide targets, herbicide tolerance and improved nutritional qualities.
Rhone-Poulenc Agro will make capital contributions, in cash, totaling $20
million over a five-year period. A $5 million contribution to support the first
year of operations has already been made. Agritope will contribute the ACTTAG
technology, a collection of seed generated using the ACTTAG techniques and
expertise in molecular and cell biology. In addition, Agritope will perform
research work at its Oregon research facility, greenhouses and farm.
Rhone-Poulenc Agro will also provide high-throughput screening, robotics,
microarray and bioinformatics technologies and support, and perform research
work at its Research Triangle Park research facility.
Through its fully integrated functional genomics program, Agrinomics
intends to develop a network of research and commercial alliances with a broad
range of interests including food and beverages, feed grains, fiber crops and
forestry. Alliance participants would provide funding for specific projects.
Participants would receive rights to technology in their field of interest as
well as access to technology developed within the Agrinomics network.
"THE FORMATION OF AGRINOMICS REPRESENTS A POWERFUL COMBINATION OF
COMPLEMENTARY RESOURCES AVAILABLE AT AGRITOPE, RHONE-POULENC AND OUR ACADEMIC
PARTNERS, THE SALK INSTITUTE AND UNIVERSITY OF EDINBURGH," said Adolph J. Ferro,
president and chief executive officer of Agritope. "AS A LEADING GLOBAL LIFE
SCIENCES COMPANY, RHONE-POULENC IS AN IDEAL STRATEGIC PARTNER FOR AGRITOPE."
"AGRINOMICS IS AN IMPORTANT ADDITION TO OUR PRESENT PLANT GENOMICS
INITIATIVES," said Alain Godard, chairman of Rhone-Poulenc Agro. "THE ACTTAG
TECHNOLOGY IS A POWERFUL TECHNIQUE THAT WE EXPECT TO LEAD TO THE DISCOVERY OF
MANY PLANT GENES WHICH, IN TURN, WILL ALLOW US TO DEVELOP SIGNIFICANT NEW CROP
PRODUCTS."
Agritope, Inc. is an Oregon-based agricultural biotechnology company that
develops improved plant products and provides technology to the agricultural
industry.
Rhone-Poulenc Agro, based in Lyon, France, researches, develops and markets
a full range of crop protection products and innovative solutions aimed at
improving agricultural production worldwide. Rhone-Poulenc, S.A. is a leading
life sciences company, growing through innovations in human, plant and animal
health and through its specialty chemicals subsidiary Rhodia. With sales in 1998
of FF86.8 billion (US $14.7 billion; 13.232 billion Euros), the company employs
65,000 people in 160 countries worldwide.
FOR FURTHER INFORMATION, PLEASE CONTACT:
MATT KRAMER OF AGRITOPE IN PORTLAND, OREGON (USA). AT (503) 670-7702,
GEORGES SANTINI OF RHONE-POULENC AGRO IN LYON, FRANCE AT 33 (0) 472.85.25.50 OR
RICK ROUNTREE OF RHONE-POULENC AG COMPANY IN RESEARCH TRIANGLE PARK, N.C. (USA)
AT (919) 549-2310.
