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 21, 1998
CORTECH, INC.
(Exact name of registrant as specified in charter)
Delaware 0-22018 84-0894091
(State or other jurisdiction (Commission File
Number) (IRS Employer
of
incorporation)
Identification No.)
6850 N. Broadway, Suite G, Denver, Colorado 80221
(Address of principal executive
offices) (Zip Code)
Registrant's telephone number, including area code (303) 650-1200
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On September 20, 1998, the Registrant issued a press release announcing the
election of Paul O. Koether, Mark W. Jaindl and John W. Galuchie, Jr. as
chairman, vice chairman and president, respectively. The Registrant also
announced that it would implement a 1 for 10 reverse stock split previously
approved by shareholders as of the close of business on September 22, 1998 and
that the Registrant's shareholder rights plan would be eliminated effective
immediately, resulting in a payment of $.01 ($.10 on a split adjusted basis) to
shareholders. The press release is attached hereto as Exhibit 99.1 and
incorporated herein in its entirety by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Item Exhibit
99.1 Press Release issued by the Registrant on September 20, 1998.
* * * * *
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORTECH, INC.
(Registrant)
September 21, 1998
/s/ John W. Galuchie, Jr.
-------------------------
John W. Galuchie, Jr.
President
<PAGE>
Exhibit 99.1
Direct Inquiries To:
Paul O. Koether
Chairman
(908) 766-7220
CORTECH ANNOUNCES ELECTION OF NEW OFFICERS; IMPLEMENTATION OF REVERSE STOCK
SPLIT AND ELIMINATION OF SHAREHOLDER RIGHTS PLAN
DENVER, Colorado - September 20, 1998 -- Cortech, Inc. (OTCBB: CRTQ), a
Denver-based biopharmaceutical company, today announced that Paul O. Koether and
John W. Galuchie, Jr. were elected chairman and president respectively at the
company's annual organization meeting of the board of directors. Messrs. Koether
and Galuchie are executives of Asset Value Fund Limited Partnership which
recently won a contested election for majority of Cortech's board. New director,
Mark W. Jaindl was elected vice chairman. Asset Value and the Jaindl family own
approximately 15% of the outstanding shares of Cortech's common stock. Asset
Value is an indirect subsidiary of Kent Financial Services, Inc., a public
company listed on NASDAQ under the symbol KENT. The Jaindls are the principal
stockholders of the American Bank of the Lehigh Valley (Pennsylvania) and other
diversified enterprises.
The Company also announced that it would implement the 1 for 10 reverse
stock split approved by stockholders at the recent annual meeting effective as
of the close of business on September 22, 1998. Fractional shares will be
settled in cash. To indicate the reverse stock split, the Company's trading
symbol will be temporarily changed to "CRTQD." Prior to the reverse stock split
Cortech has 18,523,918 shares outstanding.
Cortech also said that its Board of Directors had eliminated the
Company's Shareholder Rights Plan effective immediately and that the Company
would redeem all rights issued under the plan. The redemption will result in a
one-time payment of $.01 per share ($.10 per share on a split adjusted basis) to
the Company's stockholders.
Cortech's research efforts have focused on bradykinin antagonists and
protease inhibitors which Cortech believes may have potential therapeutic
applications across a broad range of medical conditions. Cortech's strategy is
to seek collaborative partners to conduct and fund future research and
development of its portfolio or to sell the rights to certain of the compounds
in the portfolio to third parties interested in funding future research and
development, while at the same time conserving the Company's cash. Cortech is
discussing transactions with various potential partners which could result in
substantial up-front payments to the Company, significant ongoing royalties or
both, although there is no assurance that any agreement will be concluded. Asset
Value and the Jaindl family in a joint filing with the Securities and Exchange
Commission on September 17, 1998 stated that they intended to acquire additional
shares of Cortech common stock depending on market conditions.
This press release contains forward-looking statements that involve
risks and uncertainties and actual results may differ materially. These
statements concern, among other things, the future prospects of the various
compounds based upon Cortech's research and development efforts and the ability
to obtain funding for the future development of the compounds. These risk
factors, which include the risks inherent in drug discovery and development, are
identified in Cortech's annual and quarterly reports to the Securities and
Exchange Commission filed on Forms 10-K and 10-Q.
