<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 1, 1995
_________________
EPITOPE, INC.
(Exact name of Registrant as specified in charter)
Oregon
(State or other jurisdiction of incorporation)
1-10492
(Commission File No.)
93-0779127
(IRS Employer Identification No.)
8505 S.W. Creekside Place
Beaverton, Oregon 97008
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(503) 641-6115
<PAGE>
The Registrant hereby amends Items 2 and 7 of its Current Report on
Form 8-K dated June 1, 1995, as follows:
Item 2. Acquisition or Disposition of Assets.
On June 1, 1995, the Registrant's Agritope, Inc. ("Agritope"),
subsidiary sold its interest in Vinifera, Inc. ("Vinifera") to VF Holding,
Inc. ("VF"), an affiliate of a Swiss investment group, for $5.9 million plus
up to $5 million in earnout payments based on gross profits of Vinifera.
The fixed purchase price is required to be paid in installments of
$3.9 million on June 15, 1995, and $2 million in November 1995. Agritope has
not received the first installment but has received assurances from VF that
the first installment will be paid by August 1, 1995. Based on these
assurances, a default has not been declared under the terms of the sale
agreement. VF has also agreed to provide $4 million of operating funds to
Vinifera. Agritope will provide contract research and diagnostic testing
services to Vinifera and will designate a representative to serve on
Vinifera's board of directors. Vinifera will lease Agritope's Woodburn,
Oregon, farm and greenhouse facilities for an interim period of at least one
year until it relocates its greenhouse operations nearer its major
U.S. customer base in northern California. Vinifera will also purchase
administrative support services from the Registrant for a one-year transition
period.
On June 7, 1995, the Registrant's Agrimax Floral Products, Inc.
("Agrimax") indirect subsidiary completed formation of a new venture in North
Carolina to conduct its Charlotte, North Carolina fresh flower business. The
new unit, Fresche Blossoms L.L.C. ("FB"), will be operated by the shareholders
of Universal American Flowers, Inc. ("UAF"). The parties are required to
decide by August 31, 1995, whether to proceed with a merger of FB into UAF.
If the merger is consummated, Agrimax will receive an estimated 18% equity
interest in the combined entity. If the merger is not consummated, FB will be
liquidated and the net proceeds will be distributed to Agrimax and the other
members of FB prorata in proportion to their capital accounts.
The UAF shareholders will contribute management assistance to FB
plus customer lists and retail accounts in the states of Georgia, North
Carolina, South Carolina, Virginia, and Tennessee in exchange for an aggregate
60% interest in profits and losses of FB. Agrimax has contributed its
Charlotte inventories, store displays and operating supplies having a book
value of approximately $580,000 to FB in exchange for a 40% interest in FB's
profits and losses, and Agrimax will lend FB not more than $400,000 for
working capital, if needed. Agrimax also has granted FB an exclusive license
to use its Fresche Blossoms', Everguard', and Fresche Blossoms Express'
trademarks as well as the formula for its proprietary floral preservative. FB
has hired the majority of Agrimax's Charlotte employees and subleased the
Agrimax facility in Charlotte.
UAF is a privately held company that specializes in importing and
distributing high quality fresh flowers, with processing facilities in Tampa,
Florida, and New Orleans, Louisiana.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Pro Forma Financial Information.
The following pro forma financial information is filed as part of
this report:
Condensed Consolidated Balance Sheets as of March 31, 1995
Condensed Consolidated Statements of Operations for year ended September 30,
1994, and six months ended March 31, 1995
Notes to Condensed Consolidated Financial Statements
(c) Exhibits.
The exhibits filed herewith are listed in the exhibit index on
Page 8 hereof.
<PAGE>
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.
EPITOPE, INC.
By: /s/Gilbert N. Miller
Gilbert N. Miller
Executive Vice President<PAGE>
<TABLE>
<CAPTION>
Epitope, Inc.
Proforma Condensed Balance Sheets (Unaudited)
3/31/95
------------------------------------------------
As Reported Vinifera Agrimax Proforma
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents............. $13,345,962 $ 777,956 $2,188,393 $16,312,311
Marketable securities................. 9,063,322 9,063,322
Accounts receivable, net.............. 469,527 (3,524) (199,174) 266,829
Other receivables..................... 302,286 (500) (1,605) 300,181
Inventories........................... 2,357,704 (214,992) (613,156) 1,529,556
Prepaid expenses...................... 426,656 (39,430) (9,442) 377,784
------------------------------------------------
Total current assets 25,965,457 519,510 1,365,016 27,849,983
Property and equipment, net........... 4,700,251 (2,113,135) 2,587,116
Patents and proprietary technology, net 480,727 480,727
Other assets and deposits............. 502,017 (1,076) (3,351) 497,590
Investment in unconsolidated subsidiary 2,630,172 2,630,172
Total assets 31,648,452 518,434 1,878,702 34,045,588
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of installment
notes payable....................... 17,758 (17,758)
Accounts payable...................... 595,753 (104,308) (118,939) 372,506
Salaries, benefits and other accrued
liabilities 1,418,517 (161,553) (173,195) 1,083,769
-----------------------------------------------
Total current liabilities 2,032,028 (265,861) (309,892) 1,456,275
Long-term portion of installment
notes payable.................. 28,989 (28,989)
Convertible notes, due 1997........... 3,620,003 3,620,003
Commitments and contingencies.........
Shareholders' equity:
Preferred stock, no par value -
1,000,000 shares authorized;
no shares issued or outstanding.....
Common stock, no par value -
30,000,000 shares authorized;
12,083,706 shares issued and
outstanding 88,191,642 88,191,642
Accumulated deficit................... (62,224,210) 784,295 2,217,583 (59,222,332)
------------------------------------------------
$25,967,432 $ 784,295 $ 2,217,583 $28,969,310
Total liabilities/shareholders' equity $31,648,452 $ 518,434 $ 1,878,702 $34,045,588
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Epitope, Inc.
Proforma Condensed Consolidated Statements of Operations (Unaudited)
Year Ended 9/30/94
--------------------------------------------------
As Reported Vinifera Agrimax Proforma
<S> <C> <C> <C> <C>
Revenues
Product sales.......................... $4,760,540 $ (30,880) (2,148,113) $ 2,581,547
Grants and contracts................... 58,202 58,202
--------------------------------------------------
4,818,742 (30,880) (2,148,113) 2,639,749
Costs and expenses
Product costs.......................... 6,716,468 (30,235) (4,544,916) 2,141,317
Research and development costs......... 6,050,206 (1,034,825) (152,507) 4,862,874
Selling, general, and administrative
expenses............................. 7,826,115 (554,662) (2,271,968) 4,999,485
-------------------------------------------------
20,592,789 (1,619,722) (6,969,391) 12,003,676
Loss from operations................... (15,774,047) 1,588,842 4,821,278 (9,363,927)
Other income, net...................... 141,459 75,280 216,739
Net loss...............................$(15,632,588) $1,588,842 $4,896,558 $(9,147,188)
Net loss per share.....................$ (1.56) (0.91)
Weighted average number of shares
outstanding.......................... 10,050,129 10,050,129
Six-Months Ended 3/31/95
----------------------------------------------------
Revenues As Reported Vinifera Agrimax Proforma
Product sales.......................... $2,787,950 $ (1,247) $(1,328,700) $ 1,458,003
Grants and contracts................... 21,465 21,465
----------------------------------------------------
2,809,415 (1,247) (1,328,700) 1,479,468
Costs and expenses
Product costs.......................... 3,975,638 (928) (2,353,814) 1,620,896
Research and development costs......... 3,237,228 (445,105) (87,533) 2,704,590
Selling, general, and administrative
expenses............................. 5,079,109 (339,509) (1,104,936) 3,634,664
---------------------------------------------------
12,291,975 (785,542) (3,546,283) 7,960,150
Loss from operations................... (9,482,560) 784,295 2,217,583 (6,480,682)
Other income, net...................... 347,868 347,868
Net loss............................... (9,134,692) $ 784,295 $ 2,217,583 $(6,132,814)
Net loss per share..................... (0.80) $ (0.54)
Weighted average number of shares
outstanding.......................... 11,372,657 11,372,657
</TABLE>
<PAGE>
EPITOPE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed statements have been derived from statements
previously presented in the Company's Annual Report on Form 10-K for the Year
Ended September 30, 1994, and the Company's Quarterly Report on Form 10-Q for
the Quarter Ended March 31, 1995, and should be read in conjunction with the
financial statements and notes thereto included in such reports. Results for
the six months are not necessarily indicative of the results for a full year.
The accompanying proforma statements include adjustments to reflect the sale
of the common stock of Vinifera, Inc. (Vinifera) and the disposition of
certain operations of Agrimax, Inc. (Agrimax) as of October 1, 1993 with
respect to the proforma Condensed Consolidated Statement of Operations for the
year ended September 30, 1994 and October 1, 1994 with respect to the proforma
Condensed Consolidated Balance Sheet as of March 31, 1995 and the proforma
Condensed Consolidated Statement of Operations for the six months then ended.
As more fully described in Item 2 herein, the purchase price for the Vinifera
sale is scheduled to be received in installments of $3.9 million in June 1995
and $2 million in November 1995. The Company will realize a net gain of
approximately $5.5 million on the sale and will recognize that gain prorata as
installments are received. The gain has not been recognized in the
accompanying statements. With respect to the disposition of Agrimax, the
proforma statements reflect a reclassification of the net book value of the
assets of Agrimax to "Investment in Nonconsolidated Subsidiary." As more
fully described in Item 2, a newly formed venture will either (1) be merged
into Universal American Flowers, Inc. (UAF), based on a decision which must
be made by August 31, 1995 or (2) liquidated with net proceeds distributed to
the parties based upon capital accounts. If the merger is consummated, the
Company will receive an estimated 18% equity in the combined entity.
<PAGE>
EXHIBIT INDEX
2.1 Stock Purchase Agreement among Vinifera, Inc., Agritope, Inc.,
Epitope, Inc., and VF Holding, Inc., dated as of May 31, 1995.
Incorporated by reference to Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated June 1, 1995.
2.2 Operating and Transition Agreement dated as of May 1, 1995, among
Agrimax Floral Products, Inc., William C. McClure, Gary W. Butler,
Dorothea J. Owens, Timothy C. Finn, John W. Suber, and Anthony J.
Wright. Incorporated by reference to Exhibit 2.2 to the
Registrant's Current Report on Form 8-K dated June 1, 1995.
99.1 Press Release of Epitope, Inc., dated June 1, 1995. Incorporated
by reference to Exhibit 99.1 to the Registrant's Current Report on
Form 8-K dated June 1, 1995.
99.2 Press Release of Epitope, Inc., dated June 7, 1995. Incorporated
by reference to Exhibit 99.2 to the Registrant's Current Report on
Form 8-K dated June 1, 1995.
<PAGE>
