SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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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 9, 1999
Cistron Biotechnology, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-15271 22-2487972
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
10 Bloomfield Avenue, Pine Brook, New Jersey 07058
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 575-1700
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On December 9, 1999, Cistron Biotechnology, Inc. (the
"Company") announced that there will be a change in management
effective January 1, 2000, that the Company has opted not to
renew the contract with its investment banker and that the
Company has reduced its staff to two full-time employees. The Company
terminated its lease for the 10 Bloomfield Avenue, Pine Brook,
New Jersey space, is currently renting two of those offices from
the new tenants and anticipates relocating to smaller offices in
the first quarter of 2000. The Company indicated that it
continues to hold exploratory discussions with biotechnology and
pharmaceutical firms regarding the merger or sale of the Company
The Company's Press Release dated December 9, 1999
announcing these events, which Press Release is included as
Exhibit 99.2 to this Current Report on Form 8-K.
The foregoing description of the Press Release is qualified
in its entirety by reference to the complete text of the Press
Release.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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(c) Exhibits. The following exhibit is filed herewith:
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No. DESCRIPTION
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99.2 Press release, dated December 9, 1999.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Cistron Biotechnology, Inc.
(Registrant)
By: /s/Franklin J. Iris
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Franklin J. Iris
Chief Financial Officer
Dated: December 17,1999
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EXHIBIT INDEX
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Exhibit Number Description
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99.2 Press Release dated December 9, 1999
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CISTRON REPORTS FIRST QUARTER RESULTS
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ANNOUNCES EXECUTIVE CHANGES
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PINE BROOK, N.J. - December 9, 1999 - Cistron Biotechnology, Inc.
(OTC:CIST) today reported operating results for the first quarter ended
September 30, 1999.
Sales for the three-months were $51,310 compared with
$153,570 for the same period last year. The sales decrease
resulted from Cistron's decision to license to another company
the right to produce and sell its product line of Interleukin-1
antibodies and assays to the research market. Cistron stopped
selling these products in October, 1999.
Net loss was $186,154 or a loss of one cent per share for
the three-month period versus $104,716 or a loss of less than
one cent per share in lasts year's first quarter.
The fiscal 2000 quarter financials reflected the repurchase
of Cistron common stock for the treasury at a cost of $1,263,700.
Following the end of the quarter, Cistron received its scheduled
payment under a 1997 settlement of patent litigation with Immunex
Corporation, which netted $2,167,500 for the company.
The company also announced that effective January 1, 2000,
Dr. Isidore S. Edelman will become chairman and chief executive
officer replacing Franklin J. Iris who has been serving as
interim chairman, CEO and chief financial officer since June,
1999. Jonathan E. Rothschild, a current director, has been
appointed chief financial officer.
Dr. Edelman, a current director of Cistron, is the director of
the Columbia Genome Center at Columbia University and a co-
founder of the company where has served as a member of the board
of directors since its inception except for nine months during
fiscal 1999.
Mr. Rothschild is president of Arterio, Inc., a distributor
of nutritional supplements to health professionals.
Mr. Iris will continue as a Cistron director. He is also
principal of Iris & Associates, an investment consulting and
acquisition services firm.
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The company also announced that the contract with Genome
Securities, investment bankers, has not been renewed. However,
Cistron continues to hold exploratory discussions with
biotechnology and pharmaceutical firms regarding the merger or
sale of the company.
In accordance with previously announced plans, the company
reduced its staff to two full-time employees effective October
31, 1999 and has made arrangements to relocate to a smaller
office complex where it can oversee its Interleukin-1b vaccine
adjuvant project and pursue potential interest in its monoclonal
antibody for inhibition activity.
FINANCIAL SUMMARY
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<TABLE>
<S> <C> <C>
3 Months Ended September 30,
1999 1998
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Net Sales $ 51,310 $ 153,570
Net Income ( Net Loss) $ (186,154) $ (104,716)
Earnings (Loss) Per Share $ (.01) $ -
Weighted Average Number
of Shares Outstanding 20,662,288 22,983,687
Net Income (Loss) Per
Share - Assuming Dilution $ (.01) $ -
Weighted Average Number
Of Shares Outstanding -
Assuming Dilution 20,662,288 22,983,687
</TABLE>
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Certain statements in this discussion and analysis
constitute forward-looking statements, are not historical facts,
and involve risks and uncertainties that could cause actual
results to differ from those expected and projected. Such risks
and uncertainties include but are not limited to (i) general
economic conditions; (ii) conditions specific to the
biotechnology industry; (iii) conditions specific to licensing,
merger or acquisition and to obtain regulatory approval to
commercialize diagnostic or therapeutic products; (iv) the
effectiveness and ultimate market acceptance of any such
products; (v) limitations on third party reimbursements with
respect to any such products; (vi) competition, and (vii) the
Company's ability to consummate any merger or sale. The Company
does not undertake to update or revise any forward-looking
statements contained herein whether as a result of new
information, future events or otherwise.
