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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
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DATE OF REPORT: MARCH 12, 1998
(Date of earliest event reported)
PHOTOGEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-23553 36-4010347
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
7327 OAK RIDGE HIGHWAY, SUITE B
KNOXVILLE, TENNESSEE 37931
(Address of principal executive offices) (Zip Code)
(423) 769-4011
(Registrant's telephone number including area code)
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ITEM 5. OTHER EVENTS.
As set forth in the press release of Photogen Technologies, Inc. (the
"Company") dated March 12, 1998 filed as Exhibit 99 hereto and incorporated
herein by reference, the Company has completed a private placement of 875,000
shares of its common stock for $8.00 per share to a number of accredited
investors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is filed with this report.
99. Press release of the Company, dated March 12, 1998, relating to the
completion of a private placement of 875,000 shares of its common stock.
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.
Photogen Technologies, Inc.
By: /s/ John Smolik
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Date: March 12, 1998 John Smolik, President
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EXHIBIT INDEX
Exhibit
No. Description
99 Press Release of the Company dated March 12, 1998, relating to the
completion of the private placement of 875,000 shares of common stock.
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PHOTOGEN TECHNOLOGIES, INC.
7327 OAK RIDGE HIGHWAY, SUITE B
KNOXVILLE, TN 37931
Phone: 423\769-4012
Fax: 423\769-4013
FOR IMMEDIATE RELEASE
KNOXVILLE, TENNESSEE MARCH 12, 1998
Photogen Technologies, Inc. (NASDAQ OTC BULLETIN BOARD: PHGN) announced
today that it has completed a private placement of 875,000 shares of common
stock for $8.00 a share to a number of accredited investors. The Company has
received $7,000,000 in proceeds from this offering.
The 875,000 shares sold in the private placement were not registered
under applicable securities laws and are considered "restricted stock."
These shares cannot be sold by their holders in the absence of a registration
statement except pursuant to an exemption from registration (including in
compliance with SEC Rule 144 after the shares have been held for at least one
year). After issuance of shares in the offering, the Company will have a
total of 36,875,000 shares of its common stock outstanding.
The Company expects to use the proceeds from the sale of the common
stock (net of legal, accounting and other expenses related to the offering
estimated to be approximately $50,000), over the next 18 to 24 months, for
corporate overhead and operating expenses, animal and clinical trials, the
purchase or lease of scientific and laboratory equipment, legal and
regulatory consulting fees and for other working capital purposes, assuming
the Company has no revenues during that period. Pending use by the Company,
the net proceeds will be invested primarily in United States Government
obligations.
The Company, through its wholly-owned subsidiary Photogen, Inc., is a
development stage company focused on creating photodynamic-related health
care products based on its proprietary simultaneous two photon excitation
technology. The Company has discovered new methods for using laser-generated
light to activate photoactive agents within deep tissue sufficient to produce
a range of beneficial therapeutic and diagnostic outcomes. These
technologies involve methods, materials and devices that may be used to
produce light and photoactive agents that will destroy diseased cells, remove
tissue, or identify and diagnose disease.
This press release may contain forward-looking statements that involve
risks and uncertainties. A full discussion of the Company's operations and
financial condition, including factors that may affect the Company's business
and future prospects, is contained in documents the Company files with the
Securities and Exchange Commission, such as the Company's Form 10-SB and the
Company's reports on Form 10-QSB and Form 10-KSB. These documents identify
important factors that could cause the Company's actual performance to differ
from current expectations.
For further information, please contact John Smolik, Photogen's
President and Chief Executive Officer, at (423) 769-4012.
