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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): November 1, 2000
CYTRX CORPORATION
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 000-15327 58-1642750
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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154 Technology Parkway
Norcross, Georgia 30092
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 368-9500
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On November 1, 2000, CytRx entered into an exclusive, worldwide license
agreement (the "License Agreement") with Merck & Co., Inc. ("Merck") whereby
CytRx granted to Merck rights to use its TranzFect technology in DNA-based
vaccines targeted to four infectious diseases.
For the license to the TranzFect technology to treat the first disease
target, Merck will pay to CytRx a signature payment of $2 million due before
December 1, 2000, as well as future milestone and product approval payments of
up to $4 million. Additionally, if certain conditions are met regarding patent
protection and Merck's competitive position, Merck may pay a royalty to CytRx of
1% on net sales of products incorporating TranzFect for the first disease
target.
For each of the licenses to the TranzFect technology to treat the three
additional disease targets, Merck will pay to CytRx a series of milestone and
product approval payments totaling up to $2,850,000 each. If and when sales of
products incorporating TranzFect for the three additional disease targets
commence, CytRx will receive royalties of between 2 and 4% of the net sales from
such products. Additionally, if certain conditions are met regarding patent
protection and Merck's competitive position, Merck may pay an additional royalty
to CytRx of 1% on net sales of products incorporating TranzFect for these
additional disease targets, in which case the total royalties may be up to 5%.
Merck will also pay an annual fee of between $50,000 and $100,000 to CytRx until
the first product approval for one of the three additional disease targets.
Merck may terminate the License Agreement at any time, upon 90 days written
notice to CytRx. All amounts paid to CytRx are non-refundable upon termination.
A copy of the License Agreement is filed as Exhibit 99 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) The following exhibits are filed as part of this Current Report on
Form 8-K:
EXHIBIT NO. DESCRIPTION
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99 License Agreement between Merck & Co., Inc. and
CytRx Corporation *
* Confidential treatment has been requested with respect to certain portions of
this agreement.
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SIGNATURE
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.
CYTRX CORPORATION
By: /s/ Mark W. Reynolds
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Name: Mark W. Reynolds
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Title: Vice President, Finance
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Dated: November 16, 2000
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