SECURITIES AND EXCHANGE COMMISSION
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 10, 1997
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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
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Item 5. Other Events.
On December 10, 1997, Epitope, Inc. (the "Company") issued a
press release regarding a research and development agreement between Agritope,
Inc., the Company's wholly owned subsidiary ("Agritope"), and Vilmorin & Cie,
and a related agreement for sale of Agritope preferred stock to Vilmorin & Cie.
A copy of the press release is filed as an exhibit to this
report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The exhibits filed herewith are listed in the exhibit index following the
signature page of this report.
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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 hereunto duly authorized.
EPITOPE, INC.
Dated: December 10, 1997 By: /s/ Gilbert N. Miller
Gilbert N. Miller
Executive Vice President and Chief Financial
Officer
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EXHIBIT INDEX
99 Press release dated December 10, 1997.
Exhibit 99
FOR IMMEDIATE RELEASE Contact: Matt Kramer (Agritope)
503.641.6115
Mary Hagen (Epitope)
503.641.6115
AGRITOPE FORMS STRATEGIC ALLIANCE WITH VILMORIN & CIE
Beaverton, OR December 10, 1997 -- Agritope, Inc., a wholly owned subsidiary of
Epitope, Inc. (NASDAQ: EPTO) today announced that it has entered into a stock
purchase agreement and a research and development agreement with Vilmorin & Cie
(Vilmorin), a majority owned subsidiary of Groupe Limagrain Holdings, Chappes,
France. Vilmorin shares are traded on the Paris stock exchange.
Agritope has filed a registration statement with the Securities and Exchange
Commission with respect to Epitope's previously announced intention to spin off
Agritope. After the registration statement is declared effective, Epitope plans
to effect the spin-off through a dividend distribution to Epitope shareholders
of all Agritope common stock held by Epitope. The distribution is expected to
consist of one share of Agritope common stock for every five shares of Epitope
common stock outstanding, for an aggregate distribution of approximately 2.7
million shares. Upon completion of the spin-off, Agritope will cease to be a
wholly owned subsidiary of Epitope and will operate as an independent public
company. Epitope shareholders will not have to pay for any shares of Agritope
stock received in the distribution or take any action to receive shares.
Following the spin-off, Agritope has agreed to sell 1,343,704 shares of Agritope
common stock in a private placement to certain foreign investors, at a price of
$7 per share ($9.4 million). Under terms of its stock purchase agreement,
Vilmorin will purchase 214,285 shares of Agritope preferred stock for $1.5
million in a private placement and will have an option until January 15, 1998 to
purchase up to 785,715 additional shares of preferred stock for $5.5 million.
The preferred stock is convertible into common stock on a share-for-share basis.
Other than the right to elect a director and preemptive rights, the preferred
stock has rights substantially equivalent to those applicable to common stock.
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Under terms of its research and development agreement, Vilmorin will provide
proprietary seed varieties for use by Agritope in projects to be funded by
Vilmorin, in which both Agritope and Vilmorin technology may be applied.
Vilmorin will also have a right of first refusal to fund research projects
involving the genetic modification of specified vegetables and flowers.
Founded in 1743, Vilmorin specializes in the worldwide breeding, production and
distribution of vegetable and flower seeds to the home garden and professional
markets. It is the largest company in the world serving the home garden market
and the second largest in the world serving the professional vegetable seed
market. Vilmorin's U.S. subsidiary, Harris Moran Seed Company of Modesto,
California and Agritope have been working together for several years to develop
cantaloupe with a longer shelf life.
Agritope is an Oregon-based agricultural biotechnology company specializing in
the development of new fruit and vegetable varieties. Agritope is also the
majority owner of Vinifera, Inc., which offers grapevine plant propagation and
disease screening and elimination programs.
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A registration statement relating to the securities to be issued to Epitope
shareholders has been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. Shares of Agritope stock to be sold
to Vilmorin and other foreign investors have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
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