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):
October 1, 1999
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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 October 1, 1999, Epitope, Inc. (the "Company") announced that John W. Morgan,
its President and Chief Executive Officer, had notified the Company of his
resignation. The Company's Chief Financial Officer, Charles E. Bergeron, will
serve as Interim President after Mr. Morgan leaves the Company and until the
Company selects a permanent successor. Mr. Morgan will remain on the board of
directors.
A copy of a press release announcing the changes 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: October 1, 1999 By: /s/ Charles E. Bergeron
Charles E. Bergeron
Chief Financial Officer
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EXHIBIT INDEX
99 Press release dated October 1, 1999.
Exhibit 99
COMPANY CONTACT: INVESTOR RELATIONS CONTACTS:
Epitope, Inc. Lippert/Heilshorn & Associates
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Charles E. Bergeron Bruce Voss [email protected]
Chief Financial Officer Kim Sutton [email protected]
Golodetz
503-641-6115 Keith Lippert [email protected]
[email protected] MEDIA CONTACT:
Elissa Grabowski [email protected]
www.lhai.com
EPITOPE CEO JOHN MORGAN ANNOUNCES RESIGNATION;
CHARLES E. BERGERON TO SERVE AS INTERIM PRESIDENT
BEAVERTON, ORE.--OCT. 1, 1999--EPITOPE, INC. (NASDAQ NM: EPTO) announced today
that John W. Morgan has notified the Company of his resignation as President and
Chief Executive Officer. Charles E. Bergeron, Chief Financial Officer, will
serve as Interim President when Mr. Morgan leaves the Company until a new Chief
Executive Officer is hired. Mr. Morgan will remain on the Epitope board of
directors and will provide management transition support as requested by the
Company. Roger Pringle, Chairman of Epitope, will also provide support to Mr.
Bergeron during the transition period.
Mr. Morgan informed the Company that he has accepted a position as President and
Chief Executive Officer of Conway Stuart Medical, Inc. Located in Sunnyvale,
California, the company is a developer of innovative treatments for digestive
system disorders.
Mr. Pringle praised Mr. Morgan's accomplishments at Epitope. "Our Company was
fortunate in 1997 to attract an executive of John's caliber. He is an
extraordinarily talented leader who has changed the profile and prospects of
Epitope. During John's two years as president of Epitope, he has built a team
that has positioned the Company as a profit-focused enterprise with increased
financial strength and considerably broadened market opportunities. John has
gained immense respect both within and outside our industry for his skill as an
executive, his enthusiasm, and his determination to see Epitope prosper. We wish
him all the best in his new endeavor."
"John has made a tremendous contribution to Epitope," commented Mr. Bergeron.
"We will use this transition as an opportunity for senior management to assess
the Company's progress and to refine our commitments to near-term and long-term
directions for its business. I plan to continue building the momentum John has
established for the Company's growth and future while serving as Interim
President. In the past year we have added key new executives in sales and
marketing, in quality and regulatory affairs, and in new product development.
This is a strong and experienced team that will carry the Company forward."
Mr. Bergeron joined Epitope in August 1993 as President and Chief Executive
Officer, Agrimax Floral Products, Inc., then a wholly-owned subsidiary. He has
served in various executive positions within the Company, becoming Chief
Financial Officer in January 1998. He holds a B.S. degree in Management
Engineering, an M.S. degree in Management Science from Rensselaer Polytechnic
Institute, and a Masters of Business Administration degree from Columbia
University.
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The Company will immediately retain an industry-focused executive search firm to
assist in the search for a permanent Chief Executive Officer. A committee of the
board of directors will oversee the search.
Epitope, Inc. develops, manufactures and markets medical devices and diagnostic
products utilizing its proprietary oral fluid technologies for sale to public
and private-sector clients worldwide. The Company's primary focus is on the
detection of HIV-1 antibodies, with emphasis in the U.S. life insurance and
global public health markets, and on the use of oral fluid testing for the
detection of drugs of abuse and other analytes.
Statements in this press release about future sales levels or other future
events or performance are forward-looking statements. The Company's actual
results could be significantly different. Factors that could affect results
include loss of key personnel, the extent of future use of oral fluid testing
and OraSure in the insurance industry or other key U.S. and international
markets; loss or impairment of sources of capital; ability of the Company to
develop product distribution channels; ability of the Company to develop new
products; development of competing products; changes in international, federal
or state law or regulations; and uncertainties related to customers' and
suppliers' ability to achieve year 2000 compliance. Although forward-looking
statements help to provide complete information about the Company, readers
should keep in mind that forward-looking statements are much less reliable than
historical information.
