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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): February 10, 1998
CYTRX CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 000-15327 58-1642740
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
154 TECHNOLOGY PARKWAY
NORCROSS, GEORGIA 30092
(Address of principal executive offices, including zip code)
(770) 368-9500
(Registrant's telephone number, including area code)
Page 1 of 5
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS.
On February 10, 1998, the Registrant's wholly-owned subsidiary,
Proceutics, Inc. ("Proceutics"), executed an Asset Purchase Agreement (the
"Agreement"), pursuant to which Proceutics agreed to sell substantially all of
its non real estate related assets (the "Assets") to Oread Laboratories, Inc., a
Delaware corporation ("Oread"). The closing of the sale of the Assets occurred
on February 17, 1998. A copy of the press release issued by the Registrant on
February 11, 1998 announcing Proceutics' execution of the Agreement is filed
herewith as Exhibit 99.1, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c ) Exhibits
99.1 Press Release of the Registrant, dated February 11,
1998, announcing the sale by Proceutics, Inc., the
Registrant's wholly-owned subsidiary, of
substantially all of its non real estate related
assets to Oread Laboratories, Inc.
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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 thereto duly authorized.
CYTRX CORPORATION
Date: February 19, 1998 By: /s/ Jack J. Luchese
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Jack J. Luchese
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
99.1 Press Release of the Registrant, dated February 11,
1998, announcing the sale by Proceutics, Inc., the
Registrant's wholly-owned subsidiary, of
substantially all of its non real estate related
assets to Oread Laboratories, Inc.
</TABLE>
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EXHIBIT 99.1
PRESS RELEASE
CytRx Corporation
154 Technology Parkway
Norcross, Georgia 30092
(770) 368-9500
Contact: Joe Medlin
CYTRX ANNOUNCES THE SALE OF PROCEUTICS SUBSIDIARY
Atlanta, Georgia, February 11, 1998 - CytRx Corporation (NASDAQ: CYTR) announced
today its plans for divestiture of Proceutics, Inc., a wholly-owned subsidiary
of CytRx which provides preclinical development services to the pharmaceutical
industry.
Today, Proceutics executed an asset purchase agreement with Oread, Inc., whereby
Proceutics will transfer its personnel, equipment and client contracts to Oread.
Financial terms of the transactions were not disclosed. Proceutics will retain
its real estate assets and Oread will execute a long-term lease for space in the
Proceutics building. The closing of the transactions are subject to customary
conditions, and are anticipated to occur before the end of February.
Proceutics is also negotiating the sale of its real estate assets with an
undisclosed purchaser. If the real estate sale is consummated, then Proceutics
will assign the Oread lease to the purchaser.
"Oread will receive a highly-skilled workforce and the strong relationships
cultivated by the Proceutics team. CytRx will streamline its focus on FLOCOR(TM)
and other human therapeutics while maintaining access to a group of scientists
that know our business intimately. This transaction is going to positively
impact our development of FLOCOR(TM)," stated Jack Luchese, President and CEO of
CytRx.
CytRx's business strategy is to build shareholder value through the development
and commercialization of high-value human therapeutic products and the
successful development of its promising subsidiary companies. CytRx's FLOCOR(TM)
is being developed to treat acute sickle cell crisis and other vascular
diseases. Protox is being developed to treat bacterial and viral infections.
Vaxcel, Inc. is developing Optivax(R) to improve the effectiveness of vaccines.
VetLife, Inc. markets and distributes products to enhance food animal growth.
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February 11, 1998
