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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): November 3, 1998
TSENG LABS, INC.
(Exact Name of Registrant Specified in Charter)
Utah 0-13502 87-0391229
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
18 W. Airy Street
Norristown, Pennsylvania 19401
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 313-9388
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On November 3, 1998, the Registrant consummated the transactions
contemplated by the Agreement and Plan of Reorganization with Cell Pathways,
Inc., a Delaware corporation, dated June 23, 1998 (the "Agreement"). For more
details regarding this transaction, please refer to the press release dated
November 3, 1998, which has been filed as Exhibit 99.1 hereto and is
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit Number Description
- -------------- -----------
99.1 Press Release issued by the Registrant on November 3,
1998 announcing the consummation of the transaction
with Cell Pathways, Inc.
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SIGNATURE
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.
TSENG LABS, INC.
(Registrant)
By /s/ Mark H. Karsch
Mark H. Karsch
Senior Vice President and
Chief Financial Officer
Dated: November 3, 1998
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Exhibit 99.1
Contact:
Robert J. Towarnicki, CEO
Cell Pathways, Inc.
(215) 706-3800
TSENG STOCKHOLDERS APPROVE COMBINATION WITH CELL PATHWAYS
NORRISTOWN, PA (November 3, 1998): Tseng Labs, Inc. (Nasdaq: TSNG) and Cell
Pathways, Inc. today announced that at a Special Meeting held this morning the
stockholders of Tseng Labs, Inc. approved the company's previously announced
combination with Cell Pathways, Inc.
Trading in the stock of Tseng Labs will cease at the end of the day today,
November 3. Trading in the stock of the new Cell Pathways (Nasdaq: CLPA) will
commence tomorrow, November 4.
Based on the agreed exchange ratio for the transaction, stockholders of Tseng
laboratories will receive approximately 0.36 of a share of Cell Pathways
Common Stock for each share of Tseng Laboratories. Shares of Tseng Labs closed
Monday at $5.5625 per share.
Cell Pathways, Inc. is a pharmaceutical company focused on the development and
commercialization of products to prevent and treat cancer.
For additional information on Cell Pathways, Inc., visit the company's website
at http://www.cellpathways.com.
