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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 4, 1999
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TECHNICLONE CORPORATION
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(Exact name of registrant a specified in its Charter)
Delaware 0-17085 95-3698422
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14282 Franklin Avenue, Tustin, California 92780-7017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 508-6000
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not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 4, 1999, Techniclone Corporation, a Delaware corporation
(the "Company"), announced that three of its Board members, Larry O. Bymaster,
Rockell Hankin and Chairman Thomas R. Testman, have resigned effective November
3, 1999. The remaining directors have appointed Mr. Eric Swartz and Mr. Carl
Johnson as new Board members. Mr. Swartz is the Principal of a branch office of
Dunwoody Brokerage Services, Inc., the placement agent under Techniclone's
existing Common Stock Equity Line Subscription Agreement. Mr. Johnson is a
securities counsel for Dunwoody. A fifth Board member is anticipated to be
appointed by the reconstituted Board at a later date. The Board appointed
incumbent director William Shepherd to serve as Chairman of the Board.
Techniclone also announced that Mr. Bymaster has resigned from his position as
President and Chief Executive Officer and that Steven C. Burke has resigned from
his position as Chief Financial Officer and Corporate Secretary to pursue other
personal and business interests. The Board has appointed Dr. John N. Bonfiglio,
Techniclone's Vice President of Technology and Business Development, as Interim
President and will identify and appoint a permanent President and Chief
Executive Officer and an interim or permanent Chief Financial Officer and
Corporate Secretary as soon as practicable.
Techniclone further reported that it has received a written proposal
from Dunwoody Brokerages Services, Inc. stating that Dunwoody is highly
confident it can provide a bridge financing facility of up to $5 million to
Techniclone within a period of three to five weeks. Techniclone and Swartz
Private Equity, LLC, an investment fund of which Mr. Swartz is one of the
principals, have also reached an agreement in principal in regard to a common
stock equity line financing facility of up to $35 million. Although the key
terms of such financing facilities have been agreed upon, the consummation of
each proposed financing transaction is subject to the negotiation and execution
of definitive documentation and customary closing conditions with respect to
such financing transactions and there is no guarantee that either of such
financing transactions will be consummated. Funding to Techniclone under the
proposed common stock equity line agreement is also subject to the filing and
effectiveness of a registration statement covering the shares of Techniclone
common stock issuable in connection with the equity line and the bridge
financing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
A Press Release dated November 4, 1999.
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SIGNATURE
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 4, 1999 TECHNICLONE CORPORATION
By: /s/ John N. Bonfiglio
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John N. Bonfiglio, Ph.D.
Interim President
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INDEX TO EXHIBITS
TO CURRENT REPORT ON FORM 8-K
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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A Press Release dated November 4, 1999 5
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EXHIBIT A
TECHNICLONE ANNOUNCES MANAGEMENT CHANGES AND PROPOSED FINANCING TRANSACTIONS
Tustin, Calif.--(BUSINESS WIRE)--Nov. 4, 1999--Techniclone Corporation
(NASDAQ:TCLN), announced today that three of its Board members, Larry O.
Bymaster, Rockell Hankin and Chairman Thomas R. Testman, have resigned effective
November 3, 1999. The remaining directors have appointed Mr. Eric Swartz and Mr.
Carl Johnson as new Board members. Mr. Swartz is the Principal of a branch
office of Dunwoody Brokerage Services, Inc., the placement agent under
Techniclone's existing Common Stock Equity Line Subscription Agreement. Mr.
Johnson is a securities counsel for Dunwoody. A fifth Board member is
anticipated to be appointed by the reconstituted Board at a later date. The
Board appointed incumbent director William Shepherd to serve as Chairman of the
Board. Techniclone also announced that Mr. Bymaster has resigned from his
position as President and Chief Executive Officer and that Steven C. Burke has
resigned from his position as Chief Financial Officer and Corporate Secretary to
pursue other personal and business interests. The Board has appointed Dr. John
N. Bonfiglio, Techniclone's Vice President of Technology and Business
Development, as Interim President and will identify and appoint a permanent
President and Chief Executive Officer and an interim or permanent Chief
Financial Officer and Corporate Secretary as soon as practicable.
Techniclone further reported that it has received a written proposal from
Dunwoody Brokerages Services, Inc. stating that Dunwoody is highly confident it
can provide a bridge financing facility of up to $5 million to Techniclone
within a period of three to five weeks. Techniclone and Swartz Private Equity,
LLC, an investment fund of which Mr. Swartz is one of the principals, have also
reached an agreement in principal in regard to a common stock equity line
financing facility of up to $35 million. Although the key terms of such
financing facilities have been agreed upon, the consummation of each proposed
financing transaction is subject to the negotiation and execution of definitive
documentation and customary closing conditions with respect to such financing
transactions and there is no guarantee that either of such financing
transactions will be consummated. Funding to Techniclone under the proposed
common stock equity line agreement is also subject to the filing and
effectiveness of a registration statement covering the shares of Techniclone
common stock issuable in connection with the equity line and the convertible
debenture bridge financing.
Company Overview: Techniclone Corporation is a biopharmaceutical company focused
on the development, commercialization and licensing of unique technologies for
the treatment of cancer, primarily based on its "collateral targeting
technologies." These technologies therapeutically target cell structures and
cell types, rather than surface cancer cells, as a means to attack solid tumors,
without causing damage to surrounding healthy tissue. The Company has three
collateral technologies: CotaraTM, Vasopermeation Enhancement Agents (VEA), and
Vascular Targeting Agents (VTA). The Company also has a direct tumor targeting
agent called Oncolym(R) for the treatment of advanced non-Hodgkin's B-cell
Lymphoma which has been licensed to Schering AG, Germany, which is now
responsible for all existing and future Oncolym(R) clinical trial programs as
well as marketing.
Safe Harbor Statement: This release may contain certain forward-looking
statements that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Actual events or results may differ
from Techniclone's expectations as a result of risk factors discussed in its
reports on file with the U.S. Securities and Exchange Commission, including, but
not limited to, its report on Form 10K for the year ended April 30, 1999 and its
report on Form 10-Q for the quarter ended July 31, 1999.
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