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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)
DECEMBER 1, 2000
AVANT IMMUNOTHERAPEUTICS, INC.
(F/K/A T CELL SCIENCES, INC.)
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-15006 13-3191702
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
119 FOURTH STREET, NEEDHAM, MA 02494
(Address of Principal Executive Offices and Zip Code)
(781) 433-0771
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OF ASSETS.
On December 1, 2000, AVANT Immunotherapeutics, Inc., a Delaware corporation
(the "Registrant"), acquired Megan Health, Inc., a Delaware corporation
("Megan"), by merging its wholly-owned subsidiary, AVANT Acquisition Corp., a
Delaware corporation ("Acquisition Sub"), with and into Megan. As a result of
the merger, Megan became a wholly-owned subsidiary of the Registrant. The merger
was consummated pursuant to an Agreement and Plan of Merger, dated as of
November 20, 2000, by and among the Registrant, Acquisition Sub and Megan (the
"Merger Agreement").
In connection with the merger, the Registrant (i) issued an aggregate of
1,839,863 shares of its common stock (valued at approximately $17,552,293 based
upon the average closing price of the Registrant's common stock for the 60
trading days preceding the signing of the Merger Agreement, or $9.54 per share),
(ii) paid approximately $243,238 in cash and (iii) assumed obligations under
Megan's outstanding stock options, all of which became fully vested as a result
of the merger. As a result of the Registrant's assumption of such stock options,
the holders thereof may purchase up to 31,910 shares of the Registrant's common
stock at exercise prices generally ranging from $1.47 per share to $8.25 per
share. Approximately, 262,055 shares of the Registrant's common stock issued in
the merger are being held in escrow for approximately 14 months to secure the
indemnification obligations of the Megan stockholders. The merger is being
accounted for as a purchase transaction.
The Merger Agreement was negotiated at arm's length between the Registrant
and representatives of Megan. Neither the Registrant nor any director or officer
of the Registrant was affiliated with or had a material relationship with Megan.
ITEM 5. OTHER EVENTS.
On November 21, 2000, in connection with its announcement of the Merger
Agreement with Megan, the Registrant issued the following press release
describing a separate (but related) transaction with Pfizer Inc:
"AVANT SIGNS AGREEMENT WITH PFIZER FOCUSED ON DEVELOPMENT OF ANIMAL HEALTH
VACCINES
NEEDHAM, Mass., Nov. 21 /PRNewswire/ -- AVANT Immunotherapeutics, Inc.
(Nasdaq: AVAN - news) announced today the signing of an agreement with Pfizer
Inc aimed at developing vaccines to protect animals from bacterial diseases and
to help control food borne pathogens in livestock. The collaboration will employ
an oral vaccine technology acquired by AVANT in its acquisition of privately
held Megan Health Inc., which the company announced separately today.
Under the agreement, Pfizer will pay AVANT an up-front license fee of $2.5
million for an exclusive license to use the AVANT technology to develop
prophylactic and therapeutic
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vaccines to protect livestock and companion animals from respiratory and enteric
diseases, as well as to develop vaccines against the most prevalent bacterial
pathogens associated with food safety. Pfizer will also make a $3 million equity
investment in AVANT. Pfizer and AVANT will conduct a joint research program
funded by Pfizer. In addition, AVANT may earn milestone payments upon attainment
of certain development and regulatory goals, and will receive royalties on any
product sales that may result from the collaboration.
`We are very pleased to partner with Pfizer to leverage the value of Megan's
oral vaccine technology in a significant market opportunity outside of AVANT's
own focus on human health care,' said Una S. Ryan, Ph.D., President and Chief
Executive Officer of AVANT Immunotherapeutics, Inc. Pfizer's animal health
division is the second largest animal health company in the world.
AVANT Immunotherapeutics, Inc. is engaged in the discovery, development and
commercialization of products that harness the human immune response to prevent
and treat disease. The company's most advanced therapeutic program focuses on
compounds with the potential to inhibit inappropriate activation of the
complement cascade, a vital part of the body's immune defense system. AVANT is
also developing on its own a portfolio of oral vaccines aimed at protecting
travelers from diseases endemic in developing areas, such as cholera and typhoid
fever, as well as a proprietary therapeutic vaccine for the management of
cholesterol. Through corporate collaborations, the company is additionally
developing a variety of infectious disease vaccines, including an oral human
rotavirus vaccine.
Additional information on AVANT Immunotherapeutics, Inc. can be obtained through
our site on the World Wide Web: http://www.avantimmune.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995: This release includes forward-looking statements within the meaning of the
securities laws which reflect AVANT's current views with respect to future
events and financial performance. The words "believe," "expect," "anticipate,"
and similar expressions identify forward-looking statements. Investors should
not rely on forward-looking statements because they are subject to a variety of
risks, uncertainties, and other factors that could cause actual results to
differ materially from those expressed in any such forward-looking statements.
These factors include, but are not limited to: (1) the ability to successfully
complete development and commercialization of travelers' vaccines and other
products, including the cost, scope and results of preclinical and clinical
testing; (2) the ability to successfully complete product research and further
development of the travelers' vaccines, including animal, pre-clinical and
clinical studies; (3) changes in existing and potential relationships with
corporate collaborators; (4) the time, cost and uncertainty of obtaining
regulatory approvals for the travelers' vaccines and other products; (5) the
ability to obtain substantial additional funding; (6) the ability to develop and
commercialize products before competitors; (7) the ability to retain certain
members of management; and (8) other factors detailed from time to time in
filings with the Securities and Exchange Commission."
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND qEXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements of Megan required to be filed as part of this
report will be filed by the Registrant by amendment to this report as
soon as practicable, but not later than February 14, 2001.
(B) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required to be filed as part of
this report will be filed by the Registrant by amendment to this
report as soon as practicable, but not later than February 14, 2001.
(C) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of November 20, 2000, by
and among the Registrant, Acquisition Sub and Megan.*
2.2 First Amendment to Agreement and Plan of Merger, dated as of
December 1, 2000, by and among the Registrant, Acquisition Sub
and Megan.*
* The Registrant agrees to furnish supplementally to the Commission a copy
of any omitted schedule or exhibit to this agreement upon request by the
Commission.
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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.
Date: December 11, 2000 AVANT IMMUNOTHERAPEUTICS, INC.
By: /S/ UNA S. RYAN, PH.D.
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Una S. Ryan, Ph.D.
President, Chief Executive Officer and
Assistant Secretary
