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):
July 28, 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 July 28, 1997, Epitope, Inc. (the "Company"), issued a
press release announcing two significant corporate events.
The Company intends to spin off its Agritope agricultural
biotechnology unit, subject to obtaining additional capital from investors and
strategic partners to support the unit's operation as a separate business and to
receipt of regulatory approval.
The Company will re-acquire from SmithKline Beecham plc ("SB")
all rights to the Company's patented oral fluid diagnostic technology pursuant
to termination of its Development, License and Supply Agreement with SB.
A copy of the press release is attached 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 exhibit to this report is listed in the exhibit index
following the signature page.
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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: July 28, 1997 By /s/ W. Charles Armstrong
W. Charles Armstrong
President and Chief Executive Officer
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EXHIBIT INDEX
99 Press release of Epitope, Inc., dated July 28, 1997.
FOR IMMEDIATE RELEASE Contact: Maureen Haggarty
Mary Hagen
503.641.6115
EPITOPE ADOPTS PLAN TO SPIN OFF AGRICULTURAL UNIT;
RE-ACQUIRES MARKETING RIGHTS FROM SMITHKLINE BEECHAM
Beaverton, Oregon, July 28, 1997 -- Epitope, Inc. (NASDAQ: EPTO) announced today
that it will spin off its Agritope agricultural biotechnology unit.
The company also announced that it will re-acquire all rights from SmithKline
Beecham (SB) to its patented oral fluid diagnostics technology, currently
marketed by SB as the OraSure(R) oral specimen HIV-1 testing system.
AGRITOPE SPINOFF
The Agritope spinoff plan results from the Board's 1996 decision to make changes
in corporate structure to allow investors and management to focus separately on
the agricultural and medical products business units of the company. In November
1996, the Board proposed creating separate classes of Epitope, Inc. common
stock. After the Board withdrew that proposal and asked management to further
evaluate alternatives, management recommended a spinoff of Agritope. The board
of directors approved the recommendation at a special meeting on July 26, 1997.
"We believe that the spinoff is the best format to meet our strategic objective
of building shareholder value by providing management of each unit with the
ability to concentrate on developing a single business without distraction from
the other unit. It will also permit investors to make decisions based on the
performance of each of our business units," said Roger L. Pringle, chairman of
the board of Epitope. "As we announced in June, Adolph J. Ferro, Ph.D., will
serve as president and chief executive officer of Agritope."
The spinoff will be structured to allow Epitope shareholders to retain a stake
in the growth potential of Agritope, while providing a mechanism to separate the
businesses. The spinoff plan contemplates obtaining capital from investors and
strategic partners to support Agritope's operation as a separate business.
Completion of the spinoff is subject to reaching agreement with investors and
receiving required regulatory approval.
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RE-ACQUISITION OF MARKETING RIGHTS
The company will re-acquire oral diagnostic rights from SB as a result of SB's
decision to discontinue the pursuit of a plan to develop and market
over-the-counter products for disease detection. During a transition period, SB
will continue to market OraSure to the medical community. Thereafter, OraSure
will be marketed through distribution channels established by Epitope, which
currently manufactures the product.
"SB has done an excellent job of developing markets and brand recognition for
OraSure," said W. Charles Armstrong, interim president and chief executive
officer of Epitope, Inc. "The change will give us an opportunity to capitalize
on these efforts by marketing OraSure directly or through other partners. We
feel that this decision will provide Epitope with the flexibility to focus our
sales and development efforts on markets with the most immediate sales
potential, while considering a variety of opportunities arising from the
re-acquisition of the oral technology."
According to Donna J. Sturgess, director of diagnostic products for SB Consumer
Healthcare, "OraSure has been widely accepted by public health departments,
major HIV testing sites and private physicians around the country. Despite our
change in strategy, we believe in the importance of the technology. We are
confident that OraSure will continue to play an important role in the future of
HIV testing as it is a highly effective way to test for HIV without needles,
lancets or blood."
Epitope, Inc. is a biotechnology company that develops and markets medical
diagnostic products through its Epitope Medical Products group. Its Agritope
group is focused on the development and commercialization of novel agricultural
products using plant genetic engineering and other modern methods.
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