[TEXT]
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): July 8, 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)
<PAGE> 2
Item 5. Other Events.
-------------
On Thursday, July 8, 1999, Cistron Biotechnology, Inc. (the "Company")
purchased an aggregate of 5,558,406 shares of the Company's common stock,
$.01 par value per share ("Common Stock").
The Company purchased 5,058,406 shares of Common Stock (the
"Large Block Shares") from Dr. Harvey Wm. Glasser ("Glasser") under a purchase
agreement between the Company and Glasser dated as of June 21, 1999. Glasser
had previously acquired from the Bankruptcy Estate of Dr. Henry Grausz
("Grausz"), a former director and former executive officer of the Company and
one of its founders. The purchase price for the Large Block Shares was
$1,150,000 or $0.2274 per share.
On July 8, 1999, the Company also purchased 500,000 shares of its
Common Stock from the Bankruptcy Estate of Grausz for a purchase price of
$113,700 or $0.2274 per share under a purchase agreement dated as of June 30,
1999. The closing of the transaction with Glasser had been conditioned upon
the Company having offered the Bankruptcy Estate of Grausz the right to sell
500,000 shares of Common Stock held by the estate to the Company on the same
terms and conditions and the same per share price as the purchase of the
Large Block Shares, subject to the Company having consummated the purchase of
the Large Block Shares.
The 5,558,406 shares of Common Stock purchased by the Company from
Glasser and the Bankruptcy Estate of Grausz will be treated as treasury stock.
After giving effect to the purchases of shares from Glasser and the Bankruptcy
Estate of Grausz and the exercise of options to purchase 1,365,960 shares of
Common Stock by Bruce C. Galton, the Company's former Chief Executive Officer,
at the close of business on July 8, 1999, the Company had approximately
19.5 million shares outstanding.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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(c) Exhibits. The following exhibits are filed herewith:
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No. DESCRIPTION
--- -----------
10.22 Purchase Agreement, dated as of June 21, 1999, between
Dr. Harvey Wm. Glasser and Cistron Biotechnology, Inc.
10.23 Purchase Agreement, dated as of June 30, 1999, between
the Bankruptcy Estate of Dr. Henry Grausz and Cistron
Biotechnology, Inc.
99.1 Press release, dated July 9, 1999.
<PAGE> 3
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
-------------------
Franklin J. Iris
Chief Financial Officer
Dated: July 12, 1999
<PAGE> 4
EXHIBIT INDEX
-------------
Exhibit
Number Description
- - ------- -----------
10.22 Purchase Agreement, dated as of June 21, 1999, between
Dr. Harvey Wm. Glasser and Cistron Biotechnology, Inc.
10.23 Purchase Agreement, dated as of June 30, 1999, between
the Bankruptcy Estate of Dr. Henry Grausz and Cistron
Biotechnology, Inc.
99.1 Press release, dated July 9, 1999.
<PAGE> 5
EXHIBIT 10.22
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of June 21, 1999, by and among Dr. Harvey Wm. Glasser ("Glasser") and Cistron
Biotechnology, Inc., a Delaware corporation ("Cistron").
W I T N E S S E T H:
WHEREAS, Glasser acquired 5,058,406 shares (the "Shares") of common
stock, par value $0.01 of Cistron (the "Common Stock"), pursuant to that
certain Cistron Stock Sale Agreement dated as of April 20, 1999 (the
"Original Stock Sale Agreement") between Dr. Henry Grausz as debtor in
possession (the "Debtor") and Imperial Loan Management Corporation ("Imperial
Loan"), and that certain Irrevocable Stock Power and Assignment dated
April 20, 1999 executed by the Debtor (the "Irrevocable Stock Power");
WHEREAS, the Debtor's sale of the Shares to Glasser and the
Original Stock Sale Agreement were approved by the United States
Bankruptcy Court for the District of Maryland (the "Bankruptcy Court")
pursuant to that certain Order Granting Debtor's Motion for Authority to Sell
Cistron Stock Free and Clear of Liens, Claims, and Other Interests dated
March 16, 1999, entered by the Bankruptcy Court in the pending bankruptcy
case of the Debtor, In re Dr. Henry Grausz, M.D., Case No. 97-24657 (PM)
(the "March 16 Order"), and that certain Consent Order (1) Granting Debtor's
Motion for Authority to Sell Real Property Located in Marin County,
California, Free and Clear of all Liens, Claims and Other Interests;
(2) Granting Relief from the Automatic Stay to Dr. Harvey Glasser; and
(3) Granting Other and Further Relief with Respect to Imperial Loan
Management Corporation dated February 12, 1999 (the "Consent Order");
WHEREAS, as provided in the March 16 Order, Glasser acquired the
Shares free and clear of all liens other than the continued liens of Imperial
Bank (the "Imperial Lien");
WHEREAS, the bankruptcy estate of the Debtor (the "Estate")
continues to own 500,000 shares of Common Stock (the "Estate Shares");
WHEREAS, the Original Stock Sale Agreement is subject to the
requirement described in the Consent Order that if Glasser sells all or part
of the Shares during the year following the closing of the Original Stock
Sale Agreement, Glasser shall require that any purchaser offer the Estate,
with respect to the Estate Shares, the opportunity to participate on the same
per share terms in such sale;
WHEREAS, Glasser desires to sell the Shares and Cistron desires to
purchase the Shares, upon the terms and subject to the conditions set forth
herein, in consideration of the payment by Cistron of the Purchase Price
(as defined in Section 1.2 below); and
<PAGE> 6
WHEREAS, Cistron agrees to offer to the Estate to purchase the Estate
Shares on the terms and conditions set forth herein (the "Cistron Offer");
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties, upon the terms and subject to the conditions contained herein,
hereby agree as follows:
1. Purchase of the Shares and Payment of the Purchase Price.
---------------------------------------------------------
1.1 Subject to the terms and conditions hereof, Cistron hereby
agrees to purchase from Glasser the Shares and Glasser agrees to sell to
Cistron the Shares with stock powers executed in blank.
1.2 Subject to the terms and conditions hereof, Cistron shall
deliver and pay to Glasser in consideration for the Shares an aggregate cash
purchase price of One Million One Hundred Fifty Thousand Dollars ($1,150,000)
(the "Purchase Price"), or $0.2274 per share.
1.3 The Purchase Price for the Shares shall be paid by Cistron at
Closing (as defined below) in immediately available funds by wire transfer to
an account or accounts designated by Glasser. At Closing, Glasser shall
cause such portion of the Purchase Price as he is required to transfer to
the Estate under the terms of paragraph no. 28 of the Consent Order to be so
transferred and shall cause such amount of the remainder of the Purchase Price
as may be necessary to cause Imperial Bank to release the Imperial Lien to
be transferred to Imperial Bank.
2. Closing
-------
2.1 The closing (the "Closing") of the transaction contemplated
hereunder shall occur two business days after all the conditions set forth in
Sections 5 and 6 below are satisfied or waived, but in no event shall Closing
occur (x) earlier than five (5) business days after Cistron provides notice by
facsimile to the Estate of the Cistron Offer pursuant to Section 7.3 of this
Agreement or (y) later than July 15, 1999, at the offices of Epstein Becker &
Green, P.C., 1227 25th Street, N.W., Washington, DC 20037-1156, unless
otherwise agreed to by the parties.
2.2 At the Closing, upon satisfaction of all conditions set forth
in Sections 5 and 6 below, (i) Glasser shall deliver or cause to be delivered
to Cistron stock certificates representing the Shares, with stock powers
executed in blank, and (ii) Cistron shall deliver the Purchase Price to
Glasser (or to such account or accounts as Glasser may designate pursuant to
Section 1.3 above).
3. Representations and Warranties of Cistron.
------------------------------------------
Cistron hereby represents and warrants to Glasser as follows:
3.1 Cistron has: (i) been duly organized and is validly
existing and in good standing under the laws of the State of Delaware;
(ii) all requisite capacity, power and authority to enter into, deliver and
perform this Agreement; and (iii) all requisite power and authority to own
and
<PAGE> 7
operate its properties and assets, and to carry on its business, as presently
conducted and as proposed to be conducted. Cistron is duly qualified to
conduct business in the jurisdictions in which the nature of its business or
the ownership of its assets makes such qualification necessary except where
the failure to so qualify has not had and would not have, individually or in
the aggregate, a material adverse effect on the financial condition or
operations of Cistron.
3.2 All corporate action on the part of Cistron necessary for the
authorization, execution, delivery and performance of this Agreement has been
taken. This Agreement has been duly and properly executed and delivered by
Cistron, and constitutes valid and binding obligations of Cistron,
enforceable in accordance with its terms.
3.3 The execution and delivery of this Agreement by Cistron
does not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with or result in any
violation, loss of rights, termination or breach of or constitute a material
default (or an event which with the passage of time or giving of notice, or
both, would constitute a material default) under (i) any provision of the
Certificate of Incorporation or Bylaws of Cistron, (ii) any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to Cistron or
the property or assets of Cistron or (iii) any agreement, deed, contract,
mortgage, indenture, writ, order, decree, legal obligation or instrument to
which Cistron is a party or to which any of its assets or properties is or
may be subject. The execution and delivery of this Agreement by Cistron does
not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof and of such other agreements and instruments
will not, result in the creation or imposition of, or give any party the
right to create or impose, any lien, charge or encumbrance, or restriction of
any nature whatsoever with respect to any material properties or assets of
Cistron or give to any other person any interest or rights, including rights
of termination, acceleration or cancellation in, or with respect to, any of
the properties, assets or agreements of Cistron. No notification, consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign, or with any other person
or entity is required to be obtained or made by or with respect to Cistron in
connection with the execution and delivery of this Agreement or the
consummation by Cistron of the transactions contemplated hereby.
3.4 As of the date hereof, Cistron has made such examination,
review and investigations of the facts and circumstances necessary to
evaluate the Shares as it has deemed necessary or appropriate to form a basis
for its decision to pay the Purchase Price and purchase the Shares.
3.5 Cistron is acquiring the Shares with the intent of having the
Shares become treasury stock and not with a view to making a distribution
thereof within the meaning of the Securities Act of 1933 (the "1933 Act").
Cistron is an "Accredited Investor" as such term is defined under Section
501(a) of Regulation D of the 1933 Act. Cistron will not sell or transfer
the Shares in violation of the 1933 Act or any other securities laws of the
United States or any state thereof or other jurisdiction.
<PAGE> 8
4. Representations and Warranties of Glasser.
------------------------------------------
Glasser hereby represents and warrants to Cistron as follows:
4.1 Glasser has the full legal right, power and authority to enter
into this Agreement and this Agreement constitutes the valid and binding
obligation of Glasser, enforceable in accordance with its terms.
4.2 Except for the Imperial Lien and Glasser's obligation to
transfer to the Estate a portion of the proceeds realized from the sale of
the Shares hereunder as set forth in paragraph no. 28 of the Consent Order,
the execution and delivery of this Agreement by Glasser does not, and the
consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, conflict with or result in any violation, loss
of rights, termination or breach of or constitute a material default (or an
event which with the passage of time or giving of notice, or both, would
constitute a material default) under (i) any judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to Glasser or the
property or assets of Glasser or (ii) any material agreement, deed, contract,
mortgage, indenture, writ, order, decree, legal obligation or instrument to
which Glasser is a party or to which any of his assets or properties is or
may be subject. Except for the release of the Imperial Lien and the notice
of the Cistron Offer as provided in Section 7.3 hereof, no notification,
consent, approval, order or authorization of, or registration, declaration or
filing with, any court, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, or with any
other person or entity is required to be obtained or made by or with respect
to Glasser in connection with the execution and delivery of this Agreement or
the consummation by Glasser of the transactions contemplated hereby and t
hereby.
4.3 Except for (i) the Imperial Lien, (ii) Glasser's obligation
to pay to the Estate a portion of the proceeds realized from the sale of the
Shares hereunder as set forth in paragraph no. 28 of the Consent Order, and
(iii) the Estate's "drag-along" rights as set forth in paragraph no. 27 of
the Consent Order, Glasser acquired from the Debtor and owns the Shares free
and clear of all liens, claims and encumbrances; provided, however, Glasser
may have certain obligations to seek to sell the Shares and to apply some or
all of the Purchase Price, less the portion thereof that he is required under
the terms of paragraph no. 28 of the Consent Order to transfer to the Estate,
in satisfaction of the Imperial Lien and/or certain other debts of Imperial
Loan. At Closing, Glasser shall transfer the Shares to Cistron free and
clear of all liens, claims and encumbrances other than any liens, claims and
encumbrances created by or arising through Cistron.
4.4 Except as expressly stated in this Agreement, Glasser has not
made, does not make, and specifically disclaims any representations,
warranties, promises, covenants, agreements or guaranties of any kind or
character whatsoever, whether express or implied, oral
<PAGE> 9
or written, past, present or future, of, as to, or concerning or with respect
to Cistron or the Shares, or the value thereof.
4.5 As of the date hereof, Glasser has made such examination,
review and investigations of the facts and circumstances as he has deemed
necessary to form a basis for his decision to sell the Shares in exchange
for the Purchase Price.
5. Conditions to Cistron's Closing.
--------------------------------
The obligations of Cistron hereunder are subject to the following
conditions, each of which must be satisfied or waived by Cistron prior to
Closing:
5.1 Representations and Warranties True.
------------------------------------
All representations and warranties of Glasser contained in
this Agreement shall be true in all material respects at and as of the
Closing as if such representations and warranties were made at and as of the
Closing, and Glasser shall have performed and satisfied all material
agreements in all material respects as required by this Agreement to be
performed and satisfied by Glasser at or prior to the Closing.
5.2 Certificates.
-------------
At the Closing, Glasser shall deliver, or cause to be
delivered, to Cistron stock certificates representing the Shares, with
stock powers executed in blank with
medallion guarantees.
5.3 No Order.
---------
Cistron shall not be subject to any order, decree or
injunction of a court or agency of competent jurisdiction which enjoins or
prohibits consummation of the transactions contemplated by this Agreement.
5.4 Other Documents.
----------------
Glasser shall deliver a copy of the Original Stock Sale
Agreement, and copies of the March 16 Order and Consent Order, which orders
are in full force and effect.
5.5 Release of Imperial Lien.
-------------------------
Glasser shall provide evidence that Imperial Bank has
terminated and released the Imperial Lien on the Shares effective at Closing
and the payment by Cistron of the Purchase Price as provided in Section 1.3
above.
5.6 Opinion.
--------
Cistron shall have received from Wilmer, Cutler & Pickering,
counsel to Glasser, an opinion addressed to Cistron, dated the Closing Date,
in substantially the form attached hereto as Exhibit A.
5.7 Affidavit from Linowes and Blocher LLP.
---------------------------------------
Cistron shall have received an affidavit from Linowes and
Blocher LLP attesting to the authenticity and genuineness of Grausz's
signature on the Irrevocable Stock Power.
<PAGE> 10
5.8 Resolution of Board of Directors.
---------------------------------
The Board of Directors of Cistron shall have adopted a
resolution indemnifying Continental Stock Transfer & Trust Company for the
transfer of the Shares.
6. Conditions to Glasser's Closing.
--------------------------------
The obligations of Glasser hereunder are subject to the following
conditions, each of which must be satisfied or waived by Glasser prior to
Closing:
6.1 Resolutions.
------------
Prior to or at Closing, Glasser shall have received
resolutions of the Board of Directors of Cistron authorizing and approving
the transactions contemplated by this Agreement, certified by the respective
Secretary of Cistron, together with a certificate issued by the Delaware
Secretary of State showing that Cistron is in good standing and authorized
to do business.
6.2 Representations and Warranties True.
------------------------------------
All representations and warranties of Cistron contained in
this Agreement shall be true in all material respects as at and as of the
Closing as if such representations and warranties were made at and as of the
Closing, and Cistron shall have performed and satisfied all material
agreements in all material respects as required by this Agreement to be
performed and satisfied by Cistron at or prior to the Closing.
6.3 No Order.
---------
Glasser shall not be subject to any order, decree or
injunction of a court or agency of competent jurisdiction which enjoins or
prohibits consummation of the transactions contemplated by this Agreement.
6.4 Other Deliveries.
-----------------
Cistron shall have delivered such additional instruments, as
may be reasonably necessary or advisable to carry out Cistron's obligations
under, and to fulfill the purpose of, this Agreement and any other document,
certificate or other instructions delivered pursuant hereto.
6.5 Receipt of Purchase Price.
--------------------------
Cistron shall have wired the Purchase Price to an account or
accounts designated by Glasser as provided in Section 1.3 above.
6.6 Cistron Offer.
--------------
Cistron shall have made (and shall not have withdrawn) the
Cistron Offer to the Estate as provided in Section 7.3 below.
6.7 Release of Imperial Lien.
-------------------------
Imperial Bank shall have terminated and released the
Imperial Lien on the Shares, effective at Closing and the payment by Cistron
of the Purchase Price as provided in Section 1.3 above.
6.8 Transfer.
---------
Continental Stock Transfer and Trust Company, the transfer
agent for Cistron, shall have confirmed, in writing (a copy of which writing
shall be provided to Glasser and his counsel), the transferability of the
Shares from Glasser to Cistron pursuant to this
<PAGE> 11
Agreement without registration pursuant to the 1933 Act. To the extent
required by Continental to so confirm, counsel to Cistron, Epstein, Becker
& Green, P.C., shall have provided an opinion to Continental, dated the
Closing Date, that registration of the Shares is not required under the 1933
Act for the transfer of the Shares set forth in the prior sentence of this
Section.
6.9 Stock Power.
------------
Glasser shall have received from the Debtor the Irrevocable
Stock Power with a signature guarantee from Cistron, and Cistron shall have
provided to Continental Stock Transfer & Trust Company the documentation set
forth in Exhibit B attached hereto.
7. Covenants.
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7.1 Expenses.
---------
Each party shall bear the legal, accounting and other expenses
incurred by such party in connection with this Agreement, and the
transactions contemplated hereby.
7.2 Further Assurances.
-------------------
Each of Glasser and Cistron covenant and agree that, subsequent to
the execution and delivery of this Agreement and without any additional
consideration, each of Glasser and Cistron shall execute and deliver any
further legal instruments and perform such acts which are or may become
necessary to effectuate the purposes of this Agreement, and shall
cooperate with the transfer agent for Cistron as may be necessary
to recertificate the Shares to evidence the transfer of the
Shares to Cistron.
7.3 Drag-Along Rights.
------------------
On the date hereof, Cistron shall make an offer to purchase the
Estate Shares from the Estate on the same terms and conditions, including
price per share of Common Stock, $0.2274, for an aggregate purchase price to
be paid by Cistron to the Estate of One Hundred Thirteen Thousand Seven
Hundred Dollars ($113,700) (the "Cistron Offer"). On the date hereof,
Cistron shall deliver a notice, in a form reasonably acceptable to Glasser,
to the Estate setting forth the terms of the sale and the expected date of
Closing. On the date hereof, Cistron shall cause copies of such notice to be
delivered to Bradford F. Englander at facsimile 301-495-9044 and Daniel M.
Litt at facsimile 202-887-0689.
8. Indemnification.
----------------
8.1 The representations and warranties and covenants set forth in
this Agreement will survive until the second anniversary of the date hereof,
and upon such second anniversary, all representations and warranties and
covenants and all claims not yet asserted based thereon shall expire.
8.2 Cistron hereby agrees to indemnify Glasser and to hold him
harmless from and against any and all losses, expenses, liabilities, claims,
demands and judgments (including, without limitation, reasonable attorneys'
<PAGE> 12
fees) arising out of, resulting from or relating to (i) the breach by
Cistron of any representation or warranty made by Cistron in this Agreement
or (ii) the breach of any covenant or agreement or the non-performance of any
obligation or covenant set forth in this Agreement required to be performed
by Cistron.
8.3 Glasser hereby agrees to indemnify Cistron and to hold it
harmless from and against any and all losses, expenses, liabilities, claims,
demands and judgments (including, without limitation, reasonable attorneys'
fees) arising out of, resulting from or relating to (i) the breach by Glasser
of any representation or warranty made by Glasser in this Agreement or
(ii) the breach of any covenant or agreement or the non-performance of any
obligation or covenant set forth in this Agreement required to be performed
by Glasser.
8.4 The provisions of this Section 8 shall apply to any claim,
action or proceeding (a "Claim") for which any person or entity seeks
indemnification under this Agreement.
(a) The party seeking indemnification (the
"Indemnified Party") shall give prompt notice to the party from whom it is
seeking indemnification (the "Indemnifying Party") of such Claim, which
notice shall include such information relating to the Claim as is known by
the Indemnified Party of any indemnification obligation in respect to such
Claim, except to the extent any failure or delay materially prejudices the
right of the Indemnifying Party to defend such Claim. The Indemnifying
Party shall have the right, upon acknowledging in writing its indemnification
obligations hereunder, to defend such Claim at its expense by giving written
notice of such election within 30 days after receipt of such notice from the
Indemnified Party. The failure of the Indemnifying Party to notify the
Indemnified Party of whether it elects to exercise its right to defend such
Claim within such 30 day period shall be deemed an election not to defend
such Claim.
(b) If the Indemnifying Party acknowledges its
indemnification obligations and elects to defend the Claim, the remaining
provisions of this paragraph (b) shall apply. The Indemnifying Party shall
promptly and diligently pursue the defense or settlement of the Claim. The
Indemnified Party shall provide reasonable assistance to the Indemnifying
Party. The Indemnified Party shall have the right to participate in such
defense, but any counsel employed by the Indemnified Party shall thereafter
be at its expense and the Indemnifying Party shall retain the right to
control the defense of such Claim. The Indemnifying Party shall have the
right in its sole discretion to settle such Claim if the settlement involves
only the payment of money by the Indemnifying Party and the execution of
appropriate releases. Any other settlement of such Claim, including, without
limitation, any settlement involving non-monetary consideration or admissions
of wrongdoing, shall not be settled without the
<PAGE> 13
prior written consent of the Indemnified Party, which consent shall not be
unreasonably withheld.
(c) If the Indemnifying Party does not acknowledge its
indemnification obligations or elects not to defend a Claim, the remaining
provisions of this subsection (c) shall apply. The Indemnified Party shall
have the right to defend such Claim and to settle such Claim on terms and
conditions reasonably acceptable to the Indemnified Party. If the
Indemnifying Party is obligated to indemnify the Indemnified Party in respect
of such Claim under this Agreement, the Indemnifying Party shall have the
indemnity and reimbursement obligations provided elsewhere in this Agreement.
9. Termination
-----------
9.1 This Agreement may be terminated by Glasser or Cistron
if the Closing shall not have been consummated on or before July 15, 1999.
9.2 In the event of termination of this Agreement pursuant to
Section 9.1, written notice thereof shall forthwith be given to Glasser or
Cistron, as the case may be, and this Agreement shall terminate without
further action by any of the parties hereto.
10. Miscellaneous.
--------------
10.1 This Agreement will be binding upon and inure to the benefit
of the parties hereto and their respective successors and legal
representatives.
10.2 Cistron acknowledges and agrees that the Shares may bear an
appropriate restrictive legend to the effect that the Shares may not be sold
or transferred without registration or the availability of a valid exemption
from registration, and that an acceptable opinion of counsel for the issuer
may be required.
10.3 This Agreement constitutes the entire agreement among the
parties regarding the subject matter hereof. All prior or contemporaneous
agreements, proposals, understandings and communications among the parties,
whether oral or written related to the subject matter hereof are superseded
by and merged into this Agreement. This Agreement may not be modified or
amended except by a written instrument executed by all the parties hereto.
10.4 If any provision of this Agreement is held to be invalid,
illegal or unenforceable for any reason or in any respect, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of
the parties to this Agreement to the extent possible. In any event, all
other provisions of this
<PAGE> 14
Agreement shall be deemed valid, legal and enforceable to the fullest extent
possible.
10.5 All notices, consents and other communications hereunder will
be provided in writing and will be delivered personally, by registered or
certified mail (return receipt requested) or by facsimile, to the parties at
the respective addresses set forth below (or such other address as may have
been furnished by or on behalf of any party by like notice).
If to Cistron:
Cistron Biotechnology, Inc.
10 Bloomfield Avenue
Pine Brook, New Jersey 07058
Attention: Chief Executive Officer
Fax: (973) 575-4854
with a copy to:
Epstein Becker & Green, P.C.
250 Park Avenue
New York, New York 10177
Attention: Seth I. Truwit, Esquire
Facsimile: (212) 661-0989
If to Glasser:
Dr. Harvey Wm. Glasser
c/o Western Property Holdings
2000 Powell Street, Suite 6150
Emeryville, California 94608
Fax: (510) 601-8631
and with a copy to:
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, DC 20037
Attention: Philip D. Anker, Esquire
Fax: (202) 663-6363
Communications sent by facsimile will be deemed effectively served upon
dispatch, transmission confirmed. Communications sent by registered or
certified mail will be deemed effectively served seven (7) calendar days
after mailing.
<PAGE> 15
Communications delivered by hand or overnight couriers will be deemed
effective upon delivery.
10.6 In the event of litigation between the parties regarding this
Agreement, the losing party shall reimburse the prevailing party for its
reasonable costs and attorneys' fees.
10.7 No waiver by any party of a breach of any term, provision or
condition of this Agreement by the other party will constitute a waiver of
any succeeding breach of the same or any other provision hereof. No such
waiver will be valid unless executed in writing by the party making the
waiver.
10.8 This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to the conflict of laws principles thereof. Each of the parties
hereto (a) consents to submit itself to the personal jurisdiction of any
federal court located in the State of Delaware or any Delaware state court if
a dispute arises out of this Agreement or any of the transactions contemplated
by this Agreement, and (b) agrees that it will not attempt to deny or defeat
such personal jurisdiction by motion or other request for leave from any such
court.
10.9 This Agreement may be executed in any number of counterparts,
each of which will be deemed an original and all of which taken together will
constitute one and the same document.
10.10 Nothing expressed or implied herein is intended, or shall be
construed, to confer upon or give any person or entity other than Cistron and
Glasser, any rights or remedies under or by reason of this Agreement;
provided, however, that the Estate is an intended third-party beneficiary
under Section 7.3.
10.11 The parties agree that time is of the essence.
10.12 THE PARTIES HERETO AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO
A TRIAL BY JURY OF ANY ISSUES RAISED IN ANY ACTION ALLEGING A BREACH OF THIS
AGREEMENT.
10.13 The captions and headings contained in this Agreement are for
reference purposes only and are not part of this Agreement.
[Signature page follows]
<PAGE> 16
PURCHASE AGREEMENT SIGNATURE PAGE
---------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first set forth above.
CISTRON BIOTECHNOLOGY, INC.
By: /s/ Franklin J. Iris
--------------------
Name: Franklin J. Iris
Title: Chief Executive Officer
DR. HARVEY WM. GLASSER
/s/ Harvey Glasser
- - ------------------
Harvey Glasser, M.D.
<PAGE> 17
Exhibit 10.23
PURCHASE AGREEMENT
------------------
This PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of June 30, 1999, by and among the Bankruptcy Estate of Dr. Henry
Grausz (the "Estate") and Cistron Biotechnology, Inc., a Delaware corporation
("Cistron").
W I T N E S S E T H:
WHEREAS, the Estate owns 500,000 shares (the "Shares") of common
stock, par value $0.01, of Cistron (the "Common Stock");
WHEREAS, the Estate desires to sell the Shares and Cistron desires to
purchase the Shares, upon the terms and subject to the conditions set forth
herein, in consideration of the payment by Cistron of the Purchase Price
(as defined in Section 1.2 below);
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties, upon the terms and subject to the conditions contained herein,
hereby agree as follows:
1. Purchase of the Shares and Payment of the Purchase Price.
---------------------------------------------------------
1.1 Subject to the terms and conditions hereof, Cistron hereby
agrees to purchase from the Estate the Shares and the Estate agrees to sell
to Cistron the Shares with stock powers executed in blank.
1.2 Subject to the terms and conditions hereof, Cistron shall
deliver and pay to the Estate in consideration for the Shares an aggregate
cash purchase price of One Hundred Thirteen Thousand Seven Hundred Dollars
($113,700) (the "Purchase Price"), or $0.2274 per share.
1.3 The Purchase Price for the Shares shall be paid by Cistron at
Closing (as defined below) in immediately available funds by wire transfer to
an account or accounts designated by the Estate.
2. Closing
-------
2.1 The closing (the "Closing") of the transaction contemplated
hereunder shall occur two business days after all the conditions set forth in
Sections 5 and 6 below are satisfied or waived, at the offices of Epstein
Becker & Green, P.C., 1227 25TH Street, N.W., Washington, DC 20037-1156,
unless otherwise agreed to by the parties.
<PAGE> 18
2.2 At the Closing, upon satisfaction of all conditions set forth
in Sections 5 and 6 below, (i) the Estate shall deliver or cause to be
delivered to Cistron stock certificates representing the Shares, with stock
powers executed in blank, and (ii) Cistron shall deliver the Purchase Price
to the Estate (or to such account or accounts as the Estate may designate
pursuant to Section 1.3 above).
3. Representations and Warranties of Cistron.
------------------------------------------
Cistron hereby represents and warrants to the Estate as follows:
3.1 Cistron has: (i) been duly organized and is validly existing
and in good standing under the laws of the State of Delaware; (ii) all
requisite capacity, power and authority to enter into, deliver and perform
this Agreement; and (iii) all requisite power and authority to own and
operate its properties and assets, and to carry on its business, as presently
conducted and as proposed to be conducted. Cistron is duly qualified to
conduct business in the jurisdictions in which the nature of its business or
the ownership of its assets makes such qualification necessary except where
the failure to so qualify has not had and would not have, individually or in
the aggregate, a material adverse effect on the financial condition or
operations of Cistron.
3.2 All corporate action on the part of Cistron necessary for the
authorization, execution, delivery and performance of this Agreement has been
taken. This Agreement has been duly and properly executed and delivered by
Cistron, and constitutes valid and binding obligations of Cistron,
enforceable in accordance with its terms.
3.3 The execution and delivery of this Agreement by Cistron does
not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with or result in any
violation, loss of rights, termination or breach of or constitute a material
default (or an event which with the passage of time or giving of notice, or
both, would constitute a material default) under (i) any provision of the
Certificate of Incorporation or Bylaws of Cistron, (ii) any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to Cistron or
the property or assets of Cistron or (iii) any agreement, deed, contract,
mortgage, indenture, writ, order, decree, legal obligation or instrument to
which Cistron is a party or to which any of its assets or properties is or
may be subject. The execution and delivery of this Agreement by Cistron does
not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof and of such other agreements and instruments
will not, result in the creation or imposition of, or give any party the
right to create or impose, any lien, charge or encumbrance, or restriction of
any nature whatsoever with respect to any material properties or assets of
Cistron or give to any other person any interest or rights, including rights
of termination, acceleration or cancellation in, or with respect to, any of
the properties, assets or agreements of Cistron. No notification, consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign, or with any other person
or entity is required to be obtained or made by or with respect to Cistron in
connection with the execution and delivery of this Agreement or the
consummation by Cistron of the transactions contemplated hereby.
<PAGE> 19
3.4 As of the date hereof, Cistron has made such examination,
review and investigations of the facts and circumstances necessary to
evaluate the Shares as it has deemed necessary or appropriate to form a basis
for its decision to pay the Purchase Price and purchase the Shares.
3.5 Cistron is acquiring the Shares with the intent of having the
Shares become treasury stock and not with a view to making a distribution
thereof within the meaning of the Securities Act of 1933 (the "1933 Act").
Cistron is an "Accredited Investor" as such term is defined under Section
501(a) of Regulation D of the 1933 Act. Cistron will not sell or transfer
the Shares in violation of the 1933 Act or any other securities laws of the
United States or any state thereof or other jurisdiction.
4. Representations and Warranties of the Estate.
---------------------------------------------
The Estate hereby represents and warrants to Cistron as follows:
4.1 The Estate has the full legal right, power and authority to
enter into this Agreement and this Agreement constitutes the valid and binding
obligation of the Estate, enforceable in accordance with its terms.
4.2 The execution and delivery of this Agreement by the Estate
does not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with or result in any
violation, loss of rights, termination or breach of or constitute a material
default (or an event which with the passage of time or giving of notice, or
both, would constitute a material default) under (i) any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to the Estate
or the property or assets of the Estate or (ii) any material agreement, deed,
contract, mortgage, indenture, writ, order, decree, legal obligation or
instrument to which the Estate is a party or to which any of its assets or
properties is or may be subject. No notification, consent, approval, order
or authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign, or with any other person or entity is
required to be obtained or made by or with respect to the Estate in connection
with the execution and delivery of this Agreement or the consummation by the
Estate of the transactions contemplated hereby and thereby.
4.3 At Closing, the Estate shall transfer the Shares to Cistron
free and clear of all liens, claims and encumbrances other than any liens,
claims and encumbrances created by or arising through Cistron.
4.4 Except as expressly stated in this Agreement, the Estate has
not made, does not make, and specifically disclaims any representations,
warranties, promises, covenants, agreements or guaranties of any kind or
character whatsoever, whether express or implied, oral or written, past,
present or future, of, as to, or concerning or with respect to Cistron or the
Shares, or the value thereof.
<PAGE> 20
4.5 As of the date hereof, the Estate has made such
examination, review and investigations of the facts and
circumstances as he has deemed necessary to form a basis for its
decision to sell the Shares in exchange for the Purchase Price.
5. Conditions to Cistron's Closing.
--------------------------------
The obligations of Cistron hereunder are subject to the following
conditions, each of which must be satisfied or waived by Cistron
prior to Closing:
5.1 Representations and Warranties True.
------------------------------------
All representations and warranties of the Estate contained in this
Agreement shall be true in all material respects at and as of the Closing as
if such representations and warranties were made at and as of the Closing,
and the Estate shall have performed and satisfied all material agreements in
all material respects as required by this Agreement to be performed and
satisfied by the Estate at or prior to the Closing.
5.2 Certificates.
-------------
At the Closing, the Estate shall deliver, or cause to be delivered,
to Cistron stock certificates representing the Shares, with stock powers
executed in blank with medallion guarantees.
5.3 No Order.
---------
Cistron shall not be subject to any order, decree or injunction of a
court or agency of competent jurisdiction which enjoins or prohibits
consummation of the transactions contemplated by this Agreement.
5.4 Sale of Large Block.
--------------------
Cistron shall have purchased 5,058,406 shares of common stock from
Dr. Harvey Wm. Glasser ("Glasser") on the same terms and conditions, including
price per share of Common Stock, $0.2274, for an aggregate purchase price to
be paid by Cistron to Glasser or his designees of One Million One Hundred
Fifty Thousand Dollars ($1,150,000), pursuant to that certain Purchase
Agreement dated as of June 21, 1999 by and between Glasser and Cistron, a
copy of which is annexed hereto as Exhibit A.
5.5 Opinion.
--------
Cistron shall have received from Linowes and Blocher LLP, counsel to
the Estate, an opinion addressed to Cistron, dated the Closing Date, in
substantially the form attached hereto as Exhibit B.
6. Conditions to the Estate's Closing.
-----------------------------------
The obligations of the Estate hereunder are subject to the following
conditions, each of which must be satisfied or waived by The Estate prior to
Closing:
6.1 Resolutions.
-------------
Prior to or at Closing, The Estate shall have received resolutions of
the Board of Directors of Cistron authorizing and approving the transactions
contemplated by this Agreement, certified by the respective Secretary of
Cistron, together with a certificate issued by the Delaware Secretary of
State showing that Cistron is in good standing and authorized to
do business.
6.2 Representations and Warranties True.
------------------------------------
All representations and warranties of Cistron contained in this
Agreement shall be true in all material respects as at and as of the Closing
as if such representations and warranties were made at and as of the Closing,
and Cistron shall have performed and satisfied all material agreements in all
material respects as required by this Agreement to be performed and satisfied
by Cistron at or prior to the Closing.
<PAGE> 21
6.3 No Order.
---------
The Estate shall not be subject to any order, decree or injunction of
a court or agency of competent jurisdiction which enjoins or prohibits
consummation of the transactions contemplated by this Agreement.
6.4 Other Deliveries. Cistron shall have delivered such
additional instruments, as may be reasonably necessary or advisable to carry
out Cistron's obligations under, and to fulfill the purpose of, this Agreement
and any other document, certificate or other instructions delivered pursuant
hereto.
6.5 Receipt of Purchase Price.
--------------------------
Cistron shall have wired the Purchase Price to an account or accounts
designated by the Estate as provided in Section 1.3 above.
6.6 Transfer.
---------
Continental Stock Transfer and Trust Company, the transfer agent for
Cistron, shall have confirmed, in writing (a copy of which writing shall be
provided to the Estate and its counsel), the transferability of the Shares
from the Estate to Cistron pursuant to this Agreement without registration
pursuant to the 1933 Act. To the extent required by Continental to so
confirm, counsel to Cistron, Epstein, Becker & Green, P.C., shall have
provided an opinion to Continental, dated the Closing Date, that registration
of the Shares is not required under the 1933 Act for the transfer of the
Shares set forth in the prior sentence of this Section.
7. Covenants.
----------
7.1 Expenses.
---------
Each party shall bear the legal, accounting and other expenses
incurred by such party in connection with this Agreement, and the
transactions contemplated hereby.
7.2 Further Assurances.
-------------------
Each of the Estate and Cistron covenant and agree that, subsequent
to the execution and delivery of this Agreement and without any additional
consideration, each of the Estate and Cistron shall execute and deliver any
further legal instruments and perform such acts which are or may become
necessary to effectuate the purposes of this Agreement, and shall cooperate
with the transfer agent for Cistron as may be necessary to recertificate the
Shares to evidence the transfer of the Shares to Cistron.
8. Indemnification.
----------------
8.1 The representations and warranties and covenants set forth in
this Agreement will survive until the second anniversary of the date hereof,
and upon such second anniversary, all representations and warranties and
covenants and all claims not yet asserted based thereon shall expire.
8.2 Cistron hereby agrees to indemnify the Estate and to hold it
harmless from and against any and all losses, expenses, liabilities, claims,
demands and judgments (including, without limitation, reasonable attorneys'
fees) arising out of, resulting from or relating to (i) the breach by Cistron
of any representation or warranty made by Cistron in this Agreement or
(ii) the breach of any covenant or agreement or the non-performance of any
obligation or covenant set forth in this Agreement required to be performed
by Cistron.
<PAGE> 22
8.3 The Estate hereby agrees to indemnify Cistron and to hold it
harmless from and against any and all losses, expenses, liabilities, claims,
demands and judgments (including, without limitation, reasonable attorneys'
fees) arising out of, resulting from or relating to (i) the breach by the
Estate of any representation or warranty made by the Estate in this Agreement
or (ii) the breach of any covenant or agreement or the non-performance of any
obligation or covenant set forth in this Agreement required to be performed
by the Estate.
8.4 The provisions of this Section 8 shall apply to any claim,
action or proceeding (a "Claim") for which any person or entity seeks
indemnification under this Agreement.
(a) The party seeking indemnification (the "Indemnified
Party") shall give prompt notice to the party from whom it is seeking
indemnification (the "Indemnifying Party") of such Claim, which notice shall
include such information relating to the Claim as is known by the Indemnified
Party of any indemnification obligation in respect to such Claim, except to
the extent any failure or delay materially prejudices the right of the
Indemnifying Party to defend such Claim. The Indemnifying Party shall have
the right, upon acknowledging in writing its indemnification obligations
hereunder, to defend such Claim at its expense by giving written notice of
such election within 30 days after receipt of such notice from the
Indemnified Party. The failure of the Indemnifying Party to notify the
Indemnified Party of whether it elects to exercise its right to defend such
Claim within such 30 day period shall be deemed an election not to defend
such Claim.
(b) If the Indemnifying Party acknowledges its
indemnification obligations and elects to defend the Claim, the remaining
provisions of this paragraph (b) shall apply. The Indemnifying Party shall
promptly and diligently pursue the defense or settlement of the Claim. The
Indemnified Party shall provide reasonable assistance to the Indemnifying
Party. The Indemnified Party shall have the right to participate in such
defense, but any counsel employed by the Indemnified Party shall thereafter
be at its expense and the Indemnifying Party shall retain the right to
control the defense of such Claim. The Indemnifying Party shall have the
right in its sole discretion to settle such Claim if the settlement involves
only the payment of money by the Indemnifying Party and the execution of
appropriate releases. Any other settlement of such Claim, including, without
limitation, any settlement involving non-monetary consideration or admissions
of wrongdoing, shall not be settled without the prior written consent of the
Indemnified Party, which consent shall not be unreasonably withheld.
(c) If the Indemnifying Party does not acknowledge its
indemnification obligations or elects not to defend a Claim, the remaining
provisions of this subsection (c) shall apply. The Indemnified Party shall
have the right to defend such Claim and to settle such Claim on terms and
conditions reasonably acceptable to the Indemnified Party. If the
Indemnifying Party is obligated to indemnify the Indemnified Party in respect
of such Claim under this Agreement, the Indemnifying Party shall have the
indemnity and reimbursement obligations provided elsewhere in this Agreement.
<PAGE> 23
9. Termination.
------------
9.1 This Agreement may be terminated by the Estate or Cistron if
the Closing shall not have been consummated on or before July 15, 1999.
9.2 In the event of termination of this Agreement pursuant to
Section 9.1, written notice thereof shall forthwith be given to the Estate or
Cistron, as the case may be, and this Agreement shall terminate without any
further action by any of the parties hereto.
10. Miscellaneous.
--------------
10.1 This Agreement will be binding upon and inure to the benefit
of the parties hereto and their respective successors and legal
representatives.
10.2 Cistron acknowledges and agrees that the Shares may bear an
appropriate restrictive legend to the effect that the Shares may not be sold
or transferred without registration or the availability of a valid exemption
from registration, and that an acceptable opinion of counsel for the issuer
may be required.
10.3 This Agreement constitutes the entire agreement among the
parties regarding the subject matter hereof. All prior or contemporaneous
agreements, proposals, understandings and communications among the parties,
whether oral or written related to the subject matter hereof are superseded
by and merged into this Agreement. This Agreement may not be modified or
amended except by a written instrument executed by all the parties hereto.
10.4 If any provision of this Agreement is held to be invalid,
illegal or unenforceable for any reason or in any respect, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of
the parties to this Agreement to the extent possible. In any event, all
other provisions of this Agreement shall be deemed valid, legal and
enforceable to the fullest extent possible.
10.5 All notices, consents and other communications hereunder will
be provided in writing and will be delivered personally, by registered or
certified mail (return receipt requested) or by facsimile, to the parties at
the respective addresses set forth below (or such other address as may have
been furnished by or on behalf of any party by like notice).
If to Cistron:
Cistron Biotechnology, Inc.
10 Bloomfield Avenue
Pine Brook, New Jersey 07058
Attention: Chief Executive Officer
Fax: (973) 575-4854
<PAGE> 24
with a copy to:
Epstein Becker & Green, P.C.
250 Park Avenue
New York, New York 10177
Attention: Seth I. Truwit, Esquire
Facsimile: (212) 661-0989
If to the Estate:
Dr. Henry Grausz
101 Lounsbury Place
Falls Church, Virginia 22046
with copies to:
Bradford F. Englander, Esq.
Linowes and Blocher LLP
1010 Wayne Avenue, 10th Floor
Silver Spring, MD 20910
Facsimile: (301) 495-9044
Daniel M. Litt, Esq.
Dickstein, Shapiro, Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037-1526
Facsimile: (202) 887-0689.
Communications sent by facsimile will be deemed effectively
served upon dispatch, transmission confirmed. Communications sent by
registered or certified mail will be deemed effectively served seven (7)
calendar days after mailing. Communications delivered by hand or overnight
couriers will be deemed effective upon delivery.
10.6 In the event of litigation between the parties regarding this
Agreement, the losing party shall reimburse the prevailing party for its
reasonable costs and attorneys' fees.
10.7 No waiver by any party of a breach of any term, provision or
condition of this Agreement by the other party will constitute a waiver of
any succeeding breach of the same or any other provision hereof. No such
waiver will be valid unless executed in writing by the party making the
waiver.
10.8 This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to the conflict of laws principles thereof. Each of the parties hereto
(a) consents to submit itself to the personal jurisdiction of any federal
court located in the State of Delaware or any Delaware state court if a
dispute arises out of this Agreement or any of the transactions contemplated
by this Agreement, and (b) agrees that
<PAGE> 25
it will not attempt to deny or defeat such personal jurisdiction by motion
or other request for leave from any such court.
10.9 This Agreement may be executed in any number of counterparts,
each of which will be deemed an original and all of which taken together will
constitute one and the same document.
10.10 Nothing expressed or implied herein is intended, or shall be
construed, to confer upon or give any person or entity other than Cistron and
the Estate, any rights or remedies under or by reason of this Agreement.
10.11 The parties agree that time is of the essence.
10.12 THE PARTIES HERETO AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO
A TRIAL BY JURY OF ANY ISSUES RAISED IN ANY ACTION ALLEGING A BREACH OF THIS
AGREEMENT.
10.13 The captions and headings contained in this Agreement are for
reference purposes only and are not part of this Agreement.
[Signature page follows]
<PAGE> 26
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first set forth above.
CISTRON BIOTECHNOLOGY, INC.
By: /s/ Franklin J. Iris
---------------------
Name: Franklin J. Iris
Title: Chief Executive Officer
BANKRUPTCY ESTATE OF DR. HENRY GRAUSZ
By: /s/ Henry Grausz
-----------------
Henry Grausz, Debtor in Possession
<PAGE> 27
Exhibit 99.1
CISTRON COMPLETES PURCHASE OF MORE THAN 5 MILLION OF ITS SHARES
---------------------------------------------------------------
PINE BROOK, N.J. - July 9, 1999 - Cistron Biotechnology, Inc.
(OTC:CIST) today announced that it has complete the purchase of 5,058,406
shares or about 25% of its common stock from Harvey W. Galsser, M.D. who
acquired the stock from Henry Grausz, M.D., a founder and former chairman of
the company. Cistron also purchased an additional 500,000 common shares from
the bankruptcy estate of Dr. Grausz.
Cistron paid $.2274 per share or $1,263,982 for the 5,558,406 shares.
The purchase will be treated by Cistron as treasury stock. After
giving effect to the purchases and the exercising of options for 1,365,960
shares by Bruce C. Galton, former Cistron CEO, Cistron now has approximately
19.5 million shares outstanding.
