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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 December 21, 1999
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VEREX LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-11232 84-0850695
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
14 Inverness Drive, Littleton, Colorado 80127
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 978-1475
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N/A
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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 December 21, 1999, James M. Dunn, M.D., President, his wife, Carolyn
Dunn, James B. Petre and Mark Banister, directors of Registrant and Jerry R.
Dunn, bother of James M. Dunn, M.D signed letters of intent with PR
Pharmaeuticals, Inc. of Ft. Collins, Colorado relating to a proposed sale
of a total of 52.85% of the outstanding common stock of the Registrant, on
a fully diluted basis. The letters of intent terminate on January 31, 2000
if dfinitive agreements have not been executed. For futher details of the
letters of intent see the Press Release of December 23, 1999 attached hereto.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
1. Press Release of December 23, 1999
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, thereunto duly authorized.
(Registrant) VEREX LABORATORIES, INC.
(Date) December 20, 1999
BY(Signature) /s/ James M. Dunn, M.D.
(Name and Title) James M. Dunn, M.D.
President
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VEREX LABORATORIES, INC. AND PR PHARMACEUTICALS, INC. ANNOUNCE
THE PROPOSED SALE OF A MAJORITY INTEREST IN VEREX FROM CERTAIN
SHAREHOLDERS AND DIRECTORS TO PR PHARMACEUTICALS, INC.
Englewood and Fort Collins, Colorado December 23,1999 - Verex Laboratories,
Inc. (OTCBB: VRXL) and PR Pharmaceuticals, Inc., a privately held
pharmaceuticals company specializing in drug delivery systems, announced
today that certain of the shareholders and directors of Verex, owing an
aggregate of 52.95% of the outstanding shares of Verex, on a fully diluted
basis, have entered into non-binding letters of intent to sell their
respective interests in Verex to PR Pharmaceuticals in exchange for
shares of PR Pharmaceuticals common stock. Upon signing the letters of
intent, PR Pharmaceuticals agreed to loan up to $30,000, due January 31,
2000, to Verex for current operating expenses.
The selling shareholders of Verex common stock and options include James M.
Dunn, M.D., Carolyn K. Dunn, Jerry R. Dunn, James B. Petre, Birklea, Ltd.,
and Glyn Mills. Dr. James Dunn, Carolyn Dunn, James Petre, and Mark Banister,
who is an affiliate of Birklea, Ltd. and Glyn Mills, are directors of Verex
and own an aggregate of 50.83% of Verex's outstanding common stock, on a
fully diluted basis.
The proposed exchange ratio will be 15 shares of Verex common stock for each
share of PR Pharmaceuticals common stock. In addition, a letter of intent
anticipates that Dr. Dunn and Mr. Petre will enter into employment agreements
with PR Pharmaceuticals. Furthermore, subject to certain conditions, PRP has
agreed to lend Verex funds to be used to pay accrued but unpaid salary to Dr.
Dunn and Mr. Petrel
The sale of the controlling interest is subject to finalization of the terms
of the sale and negotiation of definitive agreements. The letters of intent
terminate on January 31, 2000, if formal agreements have not been executed.
Verex has been engaged in developmental activities since 1981, primarily
related to formulating and testing drug products utilizing constant release
rate drug delivery systems, including AZT, verapamil and diltiazene.
PR Pharmaceuticals is a pharmaceutical company focused on developing,
manufacturing, and commercializing innovative controlled release technologies
for a broad range of applications. PR Pharmaceuticals is close to obtaining
FDA approval for its first controlled release product, which will be
manufactured in its newly-constructed, state-of-the-art commercial
production facility.
This press release includes statements with respect to a proposed change of
ownership of Verex common stock in exchange for shares of PR Pharmaceuticals,
the receipt of FDA approval, and other related matters that constitute
forward-looking statements. Such statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
There can be no assurance that the sale and stock exchange will occur, or
that if it occurs it will occur at the exchange ratio set forth
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above. Furthermore, there can be no assurance that PRP will obtain FDA
approval in a timely manner, if at all. Important risks and uncertainties
could cause results to differ materially from those stated above. This
release should be read in conjunction with Verex's filings with the
Securities and Exchange Commission.
For more information For more information at PR
at Verex, Contact: Pharmacouticals, Contact:
James Petre Kenneth Deines
Phone: (303) 799-4499 Phone: (970) 484-5560
[email protected] kdeines@prpharm. com
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