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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: JUNE 17, 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 of (Commission File (I.R.S. Employer
incorporation or organization) Number) 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.
At the 1998 Annual Meeting of Stockholders of Photogen Technologies,
Inc. (the "Company"), held on June 17, 1998, the stockholders approved an
amendment to paragraph (b) of Article Fifth of the Company's Restated
Articles of Incorporation to increase the size of the Board of Directors from
five to six, elected six directors and approved the Photogen Technologies,
Inc. 1998 Long Term Incentive Compensation Plan. The actions of the
stockholders are more fully described in the Company's Press Release dated
June 19, 1998, filed as Exhibit 99 hereto. The Company's Restated Articles
of Incorporation, as amended on June 17, 1998, are attached as Exhibit 3.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed with this report:
3.1 Restated Articles of Incorporation of Photogen Technologies, Inc.
99 Press release of the Company, dated June 19, 1998, announcing results of
the 1998 Annual Meeting of stockholders.
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: June 24, 1998 John Smolik, President
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EXHIBIT INDEX
Exhibit
No. Description
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3.1 Restated Articles of Incorporation of Photogen Technologies, Inc.
99 Press release of the Company, dated June 19, 1998, announcing
results of the 1998 Annual Meeting of stockholders.
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Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION
OF
PHOTOGEN TECHNOLOGIES, INC.
We, the undersigned, for the purpose of amending and restating the
Restated Articles of Incorporation of Photogen Technologies, Inc. filed May
16, 1997 with the Secretary of State of Nevada and subject to the
requirements of Title 7, Chapter 78 of the Nevada Revised Statutes, and the
acts amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the
following Restated Articles of Incorporation:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is: Photogen Technologies, Inc.
SECOND: The resident agent of the Corporation within the State of
Nevada is The Corporation Trust Company of Nevada, whose address is One East
First Street, Reno, Nevada 89501.
THIRD: The nature of the business of the Corporation and the
objects or the purposes to be transacted, promoted, or carried on by it are
to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Nevada.
FOURTH: (a) The total number of shares of all classes of stock
which the Corporation shall have the authority to issue is one hundred
fifty-five million (155,000,000), of which (i) one hundred fifty million
(150,000,000) shares shall be Common Stock, par value $.001 per share
("Common Stock"), and (ii) five million (5,000,000) shares shall be Preferred
Stock, par value $.01 per share ("Preferred Stock"), which Preferred Stock
may be issued from time to time by the Board of Directors. The Board of
Directors is authorized to prescribe the classes, series and the number of
each class or series of Preferred Stock and the voting powers, designations,
preferences, limitations, restrictions and relative rights of each class or
series of Preferred Stock. The voting powers, designations, preferences,
limitations, restrictions, relative rights and distinguishing designation of
each class or series of Preferred
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Stock shall be described in one or more resolutions of the Board of Directors
authorizing the issuance of such class or series of Preferred Stock.
(b) No holder of any of the shares of any class or series of
capital stock of the Corporation shall have a preemptive right to acquire
unissued shares, treasury shares or securities convertible into or carrying a
right to subscribe for or acquire any such shares.
(c) Any paid-up shares of stock of the Corporation and any
shares of stock of the Corporation issued as fully paid-up shall not be
assessable or assessed in any manner or for any cause.
FIFTH: (a) The governing board of the Corporation shall be styled
as a "Board of Directors," and any member of said Board shall be styled as a
"director."
(b) The authorized number of members constituting the Board
of Directors of the Corporation is six (6).
(c) All vacancies on the Board of Directors, including those
caused by an increase in the number of directors, shall only be filled by
vote or consent of the stockholders.
SIXTH: The Corporation shall have perpetual existence.
SEVENTH: The personal liability of the directors to the
Corporation or its stockholders is hereby eliminated to the fullest extent
permitted by the General Corporation Law of the State of Nevada, as the same
may be amended and supplemented. No amendment to or repeal of this Article
Seventh shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts
or omissions of such director occurring prior to the effective date of such
amendment or repeal.
EIGHTH: The Corporation shall, to the fullest extent permitted by
the General Corporation Law of the State of Nevada, as the same may be
amended and supplemented, indemnify each person who is or was a director of
the Corporation and each person who serves or served at the request of the
Corporation as a director of another enterprise. The indemnification
provided for herein shall not be deemed exclusive of any other rights to
which such person may be entitled under any Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. No amendment to or
repeal of this Article Eighth shall apply to or have any effect on the rights
of any person referred to in this Article Eighth for or with respect to acts
or omissions of such person occurring prior to such amendment or repeal. The
indemnification provided in this Article Eighth shall continue as to a person
who has ceased to be a director and shall inure to the benefit of the heirs,
executors and administrators of such person.
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NINTH: The Corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
We, the undersigned President and Secretary, respectively, of the
Corporation, hereby certify that the amendment of the original Restated
Articles of the Corporation was adopted by the holders of at least 34,773,252
shares of stock eligible to vote thereon which represents approximately at
least 94% of the shares of the Corporation eligible to vote thereon.
IN WITNESS WHEREOF, we do hereby execute these Restated Articles of
Incorporation on June 17, 1998.
/s/ John Smolik
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John T. Smolik, President
/s/ Eric A. Wachter
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Eric A. Wachter, Ph.D., Secretary
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On this 17th day of June, 1998, personally appeared before me, a
Notary Public in and for the State and County aforesaid, John T. Smolik and
Eric A. Wachter, Ph.D., known to me to be the persons described in and who
executed the foregoing Restated Articles of Incorporation, and who
acknowledged to me that he and she, respectively, executed the same freely
and voluntarily and for the uses and purposes therein mentioned.
WITNESS my hand and official seal, the day and year first above
written.
/s/ Linda L. Rozich
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Notary Public
(Notarial Seal)
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Exhibit 99
Photogen Technologies Announces Election of New Directors
In Addition, Long-Term Incentive Plan for Key Players Ratified at 1998 Annual
Meeting
KNOXVILLE, Tenn.--(BUSINESS WIRE)--June 23, 1998--Stockholders approved by an
overwhelming majority a larger Board of Directors and ratified the Company's
Long Term Incentive Compensation Plan, among other business, at the 1998
annual meeting of stockholders for Photogen Technologies, Inc. The changes
were made to increase the number of outside directors and to encourage key
Company players to promote the Company's long-term success.
In person or by proxy, more than 94 percent of the outstanding voting stock
was represented at the meeting, which was held in Chicago.
The stockholders approved amending the Company's Articles of Incorporation to
increase the size of the Board of Directors from five to six. Stockholders
elected Lester H. McKeever, Jr. to fill the newly created sixth directorship
on the Board. In addition, John Smolik, Craig Dees, Ph.D., Walt Fisher,
Ph.D., Eric Wachter, Ph.D. and Robert J. Weinstein, M.D. all won re-election
as directors.
McKeever is the chairman of the Federal Reserve Bank of Chicago and since
1976 has served as managing partner of the firm Washington, Pittman &
McKeever, a Chicago-based public accounting and consulting firm providing a
broad range of professional services. In the Chicago area, he serves on
several not-for-profit boards and councils.
McKeever received his B.S. degree in accounting from the University of
Illinois at Urbana-Champaign and his J.D. with distinction from the
ITT-Chicago Kent College of Law.
"Lester brings a wealth of experience and unique perspectives on the
challenges of growing a business," said John Smolik, president and CEO of
Photogen Technologies, Inc. "Insights gained from his career will prove
invaluable as we begin to forge collaborative relationships with others in
our industry, and work to move our technologies through testing, into
manufacturing and onto the market."
McKeever will serve on the Audit and Compensation Committees of the Board,
along with Weinstein. The Board's Executive Committee will include Smolik,
McKeever and Weinstein.
Stockholders also approved the Company's Long Term Incentive Compensation
Plan. This program authorizes the Compensation Committee to grant awards of
stock options or restricted stock to directors, executives, key employees and
key consultants. Management's goal is for the plan to provide participants
strong incentives to work diligently to advance the long-term success of the
Company.
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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 news release may contain forward-looking statements that involve risks
and uncertainties. The Company has no products or operating revenues at this
time. A full discussion of the Company's operations and financial condition,
including risk 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. The common stock of Photogen Technologies, Inc. is
traded on the over-the-counter bulletin board market under the symbol PHGN.
For information, contact Robert Cathey at Ackermann Public Relations &
Marketing, 423/584-0550, e-mail: [email protected]. Or, visit our World
Wide Web site, at www.photogen.com.
Photogen is a trademark of Photogen Technologies, Inc.
Contact:
Ackermann Public Relations & Marketing
Robert Cathey, 423/584-0550
[email protected]
