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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): September 13, 1996
ONCOGENE SCIENCE, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-15190 13-3159796
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
106 Charles Lindbergh Blvd., Uniondale, NY 11553
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 222-0023
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ITEM 5. OTHER EVENTS
(a) CHANGES IN PERSONNEL AT MANAGEMENT AND BOARD LEVELS.
In news releases on September 13 and 18, 1996, Oncogene Science, Inc.
("Oncogene Science" or the "Company") announced certain personnel changes in
management and on its board of directors. The information related to these
changes set forth in the Company's news releases dated September 13 and 18,
1996, copies of which are attached hereto as Exhibits 99.1 and 99.2,
respectively, is incorporated herein by reference.
(b) ACQUISITION OF ASTON MOLECULES LIMITED.
On September 19, 1996, the Company completed the acquisition of all the
outstanding capital stock of Aston Molecules Limited ("Aston"), a privately
held United Kingdom company, in exchange for approximately 284,000 shares of
the Company's common stock. In connection with the acquisition, the Company
issued rights exercisable at the end of three and five years following the
closing date (for an aggregate exercise price of $7,500) to obtain a number of
shares of the Company's common stock having an aggregate value of $750,000
(based on the then current market value). In addition, the Company entered
into employment agreements with certain of Aston's executives and scientific
personnel and granted stock options covering an aggregate of 125,000 shares of
its common stock to such persons. The information related to this acquisition
set forth in the Company's news release dated September 19, 1996, a copy of
which is attached hereto as Exhibit 99.3, is incorporated herein by reference.
(c) FORWARD LOOKING STATEMENTS
Matters and subject areas discussed or incorporated by reference in
this report that are not historical or current facts deal with potential future
circumstances and developments, and as such, are forward looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The discussion of such matters and subject areas
is qualified by the inherent risks and uncertainties surrounding future
expectations generally, and such discussion may materially differ from the
Company's actual future experience involving any one or more of such matters and
subject areas. Examples of this are the statements contained in the second and
third paragraphs of the Company's September 19, 1996 news release (Exhibit 99.3
to this report) relating to certain expected results of the Company's
acquisition of Aston. Certain factors may arise in the future that prevent the
realization of these results, including, without limitation, difficulty in
integrating Aston's operations, which are located in the United Kingdom, into
the Company's operations. The statements regarding the Aston acquisition, as
well as all statements in this report that deal with potential future
circumstances and developments, are also subject generally to other risks and
uncertainties that are described from time to time in the Company's reports and
registration statements filed with the Securities and Exchange Commission.
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ITEM 7. EXHIBITS
99.1 News Release dated September 13, 1996
99.2 News Release dated September 18, 1996
99.3 News Release dated September 19, 1996
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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.
ONCOGENE SCIENCE, INC.
By:/s/ Robert L. Van Nostrand
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Robert L. Van Nostrand,
Vice President, Finance and Administration
Dated: November 7, 1996
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EXHIBIT INDEX
99.1 News Release dated September 13, 1996
99.2 News Release dated September 18, 1996
99.3 News Release dated September 19, 1996
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: Matthew D. Haines
Director, Corporate Communications
(516) 222-0023 E-mail: [email protected]
ONCOGENE SCIENCE, INC. ANNOUNCES MANAGEMENT CHANGES
UNIONDALE, NEW YORK, September 13, 1996 -- Gary E. Frashier, Chief Executive
officer of Oncogene Science, Inc. (NASDAQ:ONCS), today announced several
management changes:
Colin Goddard, Ph.D., has been elected Executive Vice President and Chief
Operating Officer, with overall responsibility for the operational management of
the Company. Dr. Goddard previously served as Vice President, Research
Operations.
Arthur M. Bruskin, Ph.D., has been promoted to the position of Senior Vice
President, reporting to the Chief Operating Officer, with responsibility for
drug discovery, including all collaborations and most proprietary programs. Dr.
Bruskin will also assume many of the scientific responsibilities of Dr. J.
Gordon Foulkes, who has served as Chief Scientific Officer and a member of the
Board of Directors, and who is leaving to join a private start-up company.
Steve M. Peltzman will continue as President and member of the Board of
Directors and will continue to be responsible for finance and administration,
clinical development, and the Company's diagnostic business. Dr. Goddard, Dr.
Bruskin, and Mr. Peltzman, along with Robert L. Van Nostrand, Vice President,
Finance and Administration, will serve on the Corporate Management Committee,
which is chaired by Mr. Frashier.
Oncogene Science is a biopharmaceutical company utilizing proprietary technology
to discover and develop drugs for the treatment of human diseases associated
with abnormalities of cellular control, including cancer, virology, diabetes and
atherosclerosis.
###
NOTE: Additional information on Oncogene Science is available on the internet
at http://www.oncogene.com.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
CONTACT: Matthew D. Haines
Director, Corporate Communications
(516) 222-0023
E-mail: [email protected]
ONCOGENE SCIENCE APPOINTS DARYL K. GRANNER, M.D.
TO BOARD OF DIRECTORS
UNIONDALE, NEW YORK, September 18, 1996 -- Oncogene Science, Inc. (NASDAQ:ONCS)
announced today that Daryl K. Granner, M.D., has been appointed to the Company's
Board of Directors. Dr. Granner is currently Professor and Chairman of the
Department of Molecular Physiology and Biophysics, Vanderbilt University,
Nashville, Tennessee. He replaces Walter M. Miller, who recently resigned from
Oncogene Science's 10-member Board of Directors.
Dr. Granner, age 59, is a noted expert and has published extensively in the
areas of gene transcription and diabetes. He is currently Director of the
Molecular Endocrinology Training Program, Director of the Diabetes Research and
Training Center, and Interim Director of the Division of Diabetes, Department of
Medicine, Vanderbilt University. Since 1992, he has served as a consultant to
Oncogene Science.
"We are very pleased to have Dr. Granner join the Company's Board of Directors,"
stated Gary E. Frashier, Chief Executive Officer of Oncogene Science. "His
experience and expertise will be invaluable as the Company pursues its strategic
goals and drug development programs. We also wish to express our thanks to
Walter Miller for his years of dedicated service," he concluded.
Oncogene Science is a biopharmaceutical company utilizing proprietary technology
to discover and develop drugs for the treatment of human diseases associated
with abnormalities of cellular control, including cancer, virology, diabetes and
atherosclerosis.
###
NOTE: Additional information on Oncogene Science is available on the internet
at http://www.oncogene.com.
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EXHIBIT 99.3
FOR IMMEDIATE RELEASE
CONTACT: Matthew D. Haines
Director, Corporate Communications
(516) 222-0023
E-mail: [email protected]
ONCOGENE SCIENCE ADDS COMBINATORIAL AND
MEDICINAL CHEMISTRY RESOURCES WITH ACQUISITION OF
ASTON MOLECULES, LTD.
UNIONDALE, NEW YORK, September 19, 1996 -- Oncogene Science, Inc. (NASDAQ:ONCS)
announced today that it has acquired all of the shares of Aston Molecules, Ltd.,
a leading provider of discovery and pharmaceutical development services to the
worldwide pharmaceutical industry, for approximately 284,000 shares of Oncogene
science common stock. Under terms of the agreement Aston Molecules will become a
wholly-owned subsidiary of Oncogene Science, Inc. Its operations and personnel
will be maintained at its present site in Birmingham, UK. Dr. John Slack,
Managing Director of Aston Molecules, Ltd., will remain as Managing Director of
the Aston Molecules subsidiary and will assume the additional title of
Divisional Vice President, Oncogene Science, Inc.
"The acquisition of Aston Molecules adds another important piece in our mission
to become a fully integrated drug discovery company with significant chemistry
resources being added to our drug discovery and development programs," stated
Gary E. Frashier, Chief Executive Officer of Oncogene Science. "The
combinatorial chemistry technologies developed by Aston Molecules will add
further to our ability to optimize lead compounds identified in the Company's
live cell-based high throughput screening systems."
"The combination of Aston Molecules and Oncogene Science will result in a
powerful, in- house capability to support and enhance Oncogene Science's drug
discovery and development programs," stated Dr. Slack.
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Since February, 1994, Oncogene Science and Aston Molecules have collaborated on
medicinal chemistry projects, including combinatorial chemistry projects to
rapidly analog leads emerging from Oncogene Science's proprietary high
throughput screening technology. Dr. Eric Collington, formerly a head of
chemistry at Glaxo, UK, will direct a chemistry team that will continue the
development of combinatorial chemistry for the generation of small molecule
libraries used in both screening and lead optimization. Dr. Collington, Research
Director of Aston Molecules, will assume the additional title of Divisional Vice
President of Chemistry, Oncogene Science, Inc.
The pharmaceutical development services that Aston Molecules provides to the
industry will continue to be led by Dr. Charmaine Quaterman, who has been
promoted to Director of Pharmaceutical Development.
Oncogene Science is a biopharmaceutical company utilizing proprietary technology
to discover and develop drugs for the treatment of human diseases associated
with abnormalities of cellular control, including cancer, virology, diabetes and
atherosclerosis.
###
NOTE: Additional information on Oncogene Science is available on the internet
at http://www.oncogene.com.
