UNITED STATES 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): September 7, 1999
Huntingdon Life Sciences Group plc ("Huntingdon")
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(Exact name of registrant as specified in its charter)
England
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(State or other jurisdiction of incorporation)
1-10173 N/A
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(Commission File Number) (I.R.S. Employer Identification Number)
Huntingdon Research Centre, Woolley Road, Alconbury, Huntingdon,
Cambs, PE 17 5HS, England
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(Address of principal executive offices)
Registrant's telephone number, including area code: +44 (1480) 892000
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(Former name or former address, if changed since last report)
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Item 5 OTHER EVENTS
On September 7, 1999, Huntingdon Life Sciences Group plc (the "Company") issued
two press releases, attached as Exhibit Nos. 99.1 and 99.2 hereto, announcing
that:
99.1 the Company had appointed WestLB Panmure Limited as its broker and
sponsor in place of Kleinwort Benson Securities Limited; and
99.2 Mr Pinnington, Deputy Chairman, had resigned and Messrs. Devlin,
Dowling and Cramer had been appointed as directors.
Item 7 EXHIBITS
(c) Exhibits
Exhibit No. Description
99.1 Press release issued by Huntingdon Life
Sciences Group plc on September 7, 1999
relating to change of broker.
99.2 Press release issued by Huntingdon Life Sciences Group plc
on September 7, 1999 relating to the resignation of the Deputy
Chairman and the appointment of new directors.
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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.
HUNTINGDON LIFE SCIENCES GROUP PLC
By: /s/ Susan G Hide
GROUP COMPANY SECRETARY
Dated: September 7, 1999
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press release issued by Huntingdon Life
Sciences Group plc on September 7, 1999
relating to change of broker.
99.2 Press release issued by Huntingdon Life Sciences Group plc on
September 7, 1999 relating to the resignation of the Deputy
Chairman and the appointment of new directors.
PRESS RELEASE Huntingdon Life Sciences Group plc
("Huntingdon") (NYSE/SEAQ:HTD)
Woolley Road, Alconbury, Huntingdon
Cambs PE17 5HS, England
For Further Information:
Richard A. Michaelson
Phone: UK: +44 (0) 1480 892194
US: (201) 525-1819
e-mail: [email protected]
IMMEDIATE RELEASE
September 7, 1999
HUNTINGDON ANNOUNCES APPOINTMENT OF WESTLB PANMURE AS BROKER
Huntingdon, England, September 7, 1999 - Huntingdon Life Sciences Group plc
("Huntingdon") (NYSE:HTD) announces today that WestLB Panmure Limited ("WestLB
Panmure") will become the broker and sponsor for Huntingdon, effective
immediately. WestLB Panmure will replace Kleinwort Benson Securities Limited,
which has performed this role for Huntingdon since 1988.
Huntingdon Life Sciences Group plc is one of the world's leading CROs providing
product development services to the pharmaceutical, agrochemical and
biotechnology industries. Huntingdon operates research facilities in the United
Kingdom (Huntingdon and Eye, England) and in the United States (The Princeton
Research Centre, New Jersey).
PRESS RELEASE Huntingdon Life Sciences Group plc
("Huntingdon") (NYSE/SEAQ:HTD)
Woolley Road, Alconbury, Huntingdon
Cambs PE17 5HS, England
For Further Information:
Richard A. Michaelson
Phone: UK: +44 (0) 1480 892194
US: (201) 525-1819
e-mail: [email protected]
IMMEDIATE RELEASE
September 7, 1999
HUNTINGDON ANNOUNCES CHANGES TO DIRECTORS
Huntingdon, England, September 7, 1999 - Huntingdon Life Sciences Group plc
(NYSE:HTD) announced today the appointment of Kirby Cramer, Roger Devlin, and
Joseph Dowling to its Board of Directors. Mr. Cramer will join the Board as an
Executive Director, and Messrs. Devlin and Dowling will be Non-Executive
Directors. The appointments are effective immediately.
Kirby L. Cramer served as Chief Executive Officer of Hazleton Laboratories
Corporation from 1968 and led it to become the world's largest provider of
pre-clinical testing services when it was sold to Corning Inc in 1987.
Following the acquisition he served as Chairman of the Board of Directors of
Hazleton from 1987 through 1991. The Hazleton laboratories now form the
pre-clinical segment of Covance (NYSE: CVD). Mr. Cramer also currently serves
as a director of Unilab Corporation, Immunex Corp., Sonosite Inc., Ragan
MacKenzie Group, Commerce Bancorporation, Landec Corporation, and Northwestern
Trust Company. Previously Mr. Cramer was a director of ATL Ultrasound Inc.,
Pharmaceutical Product Development Inc., and International Technology.
Roger W. Devlin is the Corporate Development Director of Hilton International.
Mr. Devlin served as a director and Head of Investment Banking at Henry
Ansbacher from 1993 to 1996. Previously, he was Chief Executive and Head of
Mergers and Acquisitions at Hill Samuel North America. Mr. Devlin serves as
Non-Executive Chairman of the Monitor Group, one of the UK's leading private
environmental services group, and director of First Residential Properties,
Hilton International, and Ladbroke Casino Holdings.
Joseph L. Dowling III is the managing general partner and portfolio manager of
Narragansett Asset Management LLC. Prior to forming the fund, Mr. Dowling was a
partner of Oracle Partners, LP, an investment partnership, and a partner of
Oracle Strategic Partners LP, an investment partnership specialising in
privately negotiated transactions. Mr. Dowling is currently a director of
Narragansett Offshore Ltd, and was formerly a director of Thermatrix, Clinicor
Inc., and SMV Acquisition Corp.
There are no details in respect of Messrs. Cramer, Devlin or Dowling that are
required to be disclosed under Paragraph 6.F.2 (b) to (g) of the London Stock
Exchange Listing Rules.
Huntingdon also announced the resignation of Roger Pinnington from its Board,
effective immediately. Mr. Pinnington has served as Deputy Chairman and Senior
Independent Non-Executive Director since September 1998, and Non-Executive
Chairman since December, 1994.
Andrew Baker, Huntingdon's Chairman, said "I would very much like to thank Roger
Pinnington for his services to the company over the years and, in particular,
express my sincere appreciation for his help in the transition period when the
new management group became involved with Huntingdon last year. His support,
advice and perspective have been very valuable."
Mr. Baker added "We are excited to have the benefit of Messrs. Cramer, Devlin,
and Dowling join our Board. Each brings experience, objectivity, and insight
that I am sure will be most helpful in the strategic management of our company."
Huntingdon Life Sciences Group plc is one of the world's leading CROs providing
product development services to the pharmaceutical, agrochemical and
biotechnology industries. Huntingdon operates research facilities in the United
Kingdom (Huntingdon and Eye, England) and in the United States (The Princeton
Research Centre, New Jersey).
This announcement contains statements that may be forward-looking as defined by
the USA's Private Litigation Reform Act of 1995. These statements are based
largely on Huntingdon's expectations and are subject to a number of risks and
uncertainties, certain of which are beyond Huntingdon's control, as more fully
described in Huntingdon's Form 20-F as filed with the US Securities and Exchange
Commission.
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