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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 17, 1998
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CENTOCOR, INC.
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(Exact name of registrant as specified in its charter)
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Pennsylvania 0-11103 23-2117202
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(State or other (Commission file (IRS Employer
jurisdiction of number) Identification No.)
incorporation)
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200 Great Valley Parkway, Malvern, Pennsylvania 19355
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 651-6000
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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.
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On November 17, 1998, Registrant closed on the sale of its
oncology diagnostics business to Fujirebio, Inc., of Japan, for approximately
$37.5 million in cash. The final sale price is subject to a post-closing
adjustment, based on the audited net assets as of the closing. Under the terms
of the sale, Fujirebio has purchased Registrant's in vitro diagnostic oncology
business, which includes immunoassays using monoclonal antibody technology that
aids in the detection and monitoring of tumor-associated antigens. Revenues for
the diagnostics business were $35.4 million in 1997. A copy of Registrant's
press release with regard to the sale is filed as an exhibit to this Form 8-K
and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
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(99.1) Press release, dated November 17, 1998
SIGNATURES
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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.
CENTOCOR, INC.
Registrant
Dated: November 18, 1998 By: /s/ George D. Hobbs
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George D. Hobbs, Vice President,
Corporate Counsel and
Secretary
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Exhibit 99.1
[Logo of Centocor] News Release
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For Immediate Release
MEDIA: Chris Allman
(610) 651-6546
(888) 947-8593 (beeper)
INVESTORS: Bill Newbould
(610) 651-6122
CENTOCOR COMPLETES SALE OF
ONCOLOGY DIAGNOSTICS BUSINESS
MALVERN, Pa, November 17, 1998 - Centocor, Inc. (Nasdaq: CNTO) announced today
that it has now closed on the previously reported sale of its oncology
diagnostics business to Fujirebio, Inc., of Japan, for approximately $37.5
million in cash. The final sale price is subject to a post-closing adjustment,
based on the audited net assets as of the closing.
Under the terms of the sale, Fujirebio has purchased, effective at the close of
business today, Centocor's in vitro diagnostic oncology business, which includes
immunoassays using monoclonal antibody technology that aids in the detection and
monitoring of tumor-associated antigens. Revenues for Centocor's diagnostics
business were $35.4 million in 1997.
Centocor is a leading biopharmaceutical company that creates, acquires and
markets cost-effective therapies that yield long-term benefits for patients and
the healthcare community. Its products, developed through monoclonal antibody
technology, help physicians deliver innovative treatments to improve human
health and restore patients' quality of life.
CERTAIN OF THE MATTERS DISCUSSED HEREIN WITH RESPECT TO FUTURE EARNINGS MAY
CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING STATEMENTS ARE
BASED ON CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS ABOUT MANAGEMENT'S
BELIEFS AND CERTAIN ASSUMPTIONS MADE BY THE COMPANY'S MANAGEMENT. INVESTORS ARE
CAUTIONED THAT MATTERS SUBJECT TO FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES, INCLUDING ECONOMIC, COMPETITIVE, GOVERNMENTAL, TECHNOLOGICAL AND
OTHER FACTORS DISCUSSED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION WHICH MAY AFFECT THE COMPANY'S BUSINESS AND PROSPECTS. THESE
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO CERTAIN
RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. UNLESS
REQUIRED BY LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.
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