Rule 424(b)(3)
File No. 33-42841
EPITOPE, INC.
159,130 SHARES OF COMMON STOCK
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This prospectus covers up to 159,130 shares of our common stock. The
registered shares are issuable upon the exercise of outstanding warrants
originally sold in 1991. The registered shares may be offered and sold from time
to time, following exercise of outstanding warrants, by selling shareholders
identified on page 8 of this prospectus. We will not receive any part of the
proceeds from the sale of the registered shares other than the exercise price
for the warrants. The selling shareholders will pay underwriting discounts and
commissions. We are paying costs of registration.
For a more detailed description of the manner in which the shares may
be sold, you should refer to the section entitled "Plan of Distribution" on page
11.
Our common stock is traded on the National Market Tier of The Nasdaq
Stock Market under the symbol "EPTO." On January 19, 1999, the last reported
sale price for our shares was $9.75.
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INVESTMENT IN THE SHARES OFFERED IN THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" DESCRIBED
BEGINNING ON PAGE 3.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY CONTRARY REPRESENTATION IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS JANUARY 21, 2000.
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You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying supplements. No one has been
authorized to provide you with any other information in respect of this offering
of shares. You should not assume that the information in this prospectus or any
supplement is current as of any date other than the date set forth on the
document.
TABLE OF CONTENTS
PAGE
ABOUT THE COMPANY..........................................................3
RISK FACTORS...............................................................3
SELLING SHAREHOLDERS.......................................................8
PLAN OF DISTRIBUTION......................................................10
WHERE YOU CAN FIND MORE INFORMATION.......................................10
LEGAL MATTERS.............................................................11
EXPERTS...................................................................11
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ABOUT THE COMPANY
We develop, manufacture, and market oral specimen collection devices
and diagnostic products primarily for the detection of antibodies to the Human
Immunodeficiency Virus (HIV), the cause of AIDS, and for the detection of
cocaine and tobacco use. Our lead product is the patented OraSure(R) collection
device. OraSure is used as part of an oral specimen diagnostic test. We market
the device in the United States and certain foreign countries for use in
screening life insurance applicants and for public health use. In 2000, we plan
to begin marketing OraSure for drugs-of-abuse testing in collaboration with STC
Technologies, Inc., under STC's trademark Intercept Drugs of Abuse.
The OraSure device consists of a small, treated cotton-fiber pad on a
nylon handle that is placed in the patient's mouth for two minutes. The device
collects oral mucosal transudate (OMT), a serum-derived fluid that contains
higher concentrations of antibodies than saliva, including HIV antibodies in
people infected with the virus. As a result, OMT testing is a highly accurate
method for detecting HIV infection. Because OraSure uses a noninvasive,
needle-free collection method without need for privacy during the collection
process, we believe that oral fluid testing has several significant advantages
over blood or urine-based tests for both healthcare professionals and patients.
We have developed and introduced other products, including HIV-1
Western blot and EPIblot(R) confirmatory tests used to confirm positive initial
screening tests. The OraSure HIV-1 Western blot confirmatory test kit is used in
conjunction with oral-specimen based screening tests, while EPIblot is used in
conjunction with blood-based screening tests. The Western blot test kits are
distributed worldwide under an exclusive agreement with Organon Teknika
Corporation. We are developing a new product called OraQuick(R), a one-step,
rapid-format oral specimen test designed to provide results in less than 10
minutes, and are exploring the potential use of our technologies and products
for DNA collection and other applications.
We were incorporated under the laws of the state of Oregon in 1981.
Robert D. Thompson joined the company as president in January 2000 to replace
John Morgan, who resigned in October 1999. Our principal executive offices and
laboratories are located at 8505 S.W. Creekside Place, Beaverton, Oregon 97008
and our telephone number is (503) 641-6115.
RISK FACTORS
You should consider the following factors, among others discussed in
this prospectus or incorporated by reference from our other periodic disclosures
with the Securities and Exchange Commission, in making a decision concerning the
purchase of shares described in this prospectus.
WE MAY BE DEPENDENT ON RAISING ADDITIONAL CAPITAL AND MAY FACE
DIFFICULTIES RAISING FINANCING.
We have historically depended to a substantial degree on capital raised
through the sale of equity securities to fund our operations and may again have
to raise money in the future. Our future liquidity and capital requirements will
depend on various factors affecting our business. For instance, if our efforts
to develop new products are unsuccessful, or our competitors introduce products
that compete successfully with ours, we may need additional funds sooner than
expected to continue our operations. Similarly, if we decide that it is
necessary to expand our manufacturing capacity, to acquire other businesses, or
to make additional investments in sales and marketing, we would likely require
additional financing. We may seek to raise funds through the public or private
sale of our equity securities, through additional collaborative arrangements, or
from other sources. Equity financing may not be available on satisfactory terms
or at all. If we were, instead, to enter into collaborative arrangements, such
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arrangements, if available, would likely require us to relinquish rights in
certain technologies or share product revenues.
WE HAVE A HISTORY OF LOSSES AND PROSPECTS FOR FUTURE PROFITABILITY ARE
UNCERTAIN.
We have experienced significant operating losses since our
incorporation. Our ability to increase revenues and consistently achieve
profitability and positive cash flows from operations will depend in substantial
part on successful commercialization of our OraSure(R) specimen collection
device for HIV and other diseases, for drugs of abuse, and other uses currently
under development. In addition, we will likely have to develop new products and
other uses for existing products to achieve long-term success. Our development
efforts may or may not result in commercially viable products or expanded uses
of OraSure. Even if we do develop new products or new uses, we may not obtain
required regulatory clearances or approvals. Accordingly, it is not clear that
we will be able to achieve profitability in the future. Although we have made
significant progress toward controlling our expenses, increasing product
revenues and achieving profitability, we have not achieved positive cash flows
from our operations.
OUR ABILITY TO SELL OUR PRODUCTS IN INTERNATIONAL MARKETS MAY BE
LIMITED BY CERTAIN OBSTACLES, INCLUDING REGULATORY AND CULTURAL CONSTRAINTS.
We are devoting significant resources to international sales of our
products. In addition to economic and political issues, a number of factors can
slow or prevent international sales. In the past, we have had little direct
experience with the governmental regulatory agencies in many countries that
control sale of our products into those countries. We have experienced extended
delays in obtaining approvals to make sales in Argentina and Greece,
demonstrating that compliance with foreign regulatory requirements can be
difficult and impede international marketing efforts. In addition, we rely on
the cooperation of distributors to market our products in foreign countries and
to register and provide technical support for the laboratory tests which may be
used with OraSure. Problems with our distributor relationships or changes in
distributors can interfere with the sales process, particularly in cases in
which regulatory approvals or registrations are in the name of the former
distributor.
OUR FUTURE FINANCIAL RESULTS DEPEND ON OUR ABILITY TO DEVELOP PRODUCT
DISTRIBUTION CHANNELS AND ARE LARGELY DEPENDENT ON THE EFFORTS OF THIRD PARTIES.
We have marketed most of our products by collaborating with
pharmaceutical and diagnostic companies and distributors. For example, our
EPIblot(R) and OraSure HIV-1 Western blot confirmatory tests are distributed
through Organon Teknika Corporation, a member of the Akzo Pharma group of Akzo
Nobel, N.V. based in the Netherlands. In addition, the OraSure collection device
is distributed to the insurance industry through major insurance testing
laboratories, and we have entered into an agreement with STC Technologies, Inc.
to distribute the OraSure device for drugs-of-abuse testing. Except in the
public health market, we do not maintain a substantial sales or marketing force.
As a result, our revenues are largely derived from sales of our products within
markets in which we are dependent upon the efforts and capabilities of others to
market our products. Our partners may or may not have sufficient incentives to
sell and market our products, may be subject to financial or other difficulties
affecting their distribution ability, or may have other priorities. Our
dependence on others may affect our financial results and subject us to
fluctuations in sales based on sales and marketing efforts and inventory
policies of our key strategic partners.
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OUR FINANCIAL SUCCESS WILL DEPEND ON OUR ABILITY TO EXPAND PRODUCT USES
AND DEVELOP NEW PRODUCTS.
Our OraSure collection device is becoming recognized in the insurance
and public health markets as reliable and effective. Our long-term strategy is
based on continued expansion of existing markets for OraSure, the creation of
new markets for OraSure based on new uses, and the development of new products.
New products such as OraQuick(R), a one-step, rapid-formula oral specimen
testing device, are in various stages of development. We will be required to
achieve difficult scientific or technical objectives before the commercial or
technological feasibility of our new products can be demonstrated. Our products
under development may not perform in accordance with our expectations. Even if
they do perform to expectations, there is a risk that required regulatory
approvals will not be obtained. Pricing pressures also may make it difficult for
us to profitably manufacture, distribute, and sell new and existing products.
WE FACE PRESSURE FROM THE DEVELOPMENT OF COMPETING PRODUCTS.
Competition in the medical products business is intense and will likely
increase. We believe that the principal competition for OraSure will come from
blood-based and urine-based assays, and could also come from other oral-fluid
tests. New testing methods could be developed in the future that render our
products uneconomical or obsolete. Most of our competitors have significantly
greater financial resources than ours and are more experienced in the sales,
marketing, and development of medical products. We may experience competitive
pressures, particularly with respect to pricing, that could adversely affect our
ability to achieve and maintain profitability.
WE NEED PURCHASERS WITHIN THE MARKET FOR TESTING PRODUCTS TO ACCEPT
ORAL TESTING PRODUCTS AS AN ALTERNATIVE TO TRADITIONAL BLOOD-BASED OR
URINE-BASED TESTING.
We have made significant progress in gaining acceptance of oral testing
for HIV in the insurance and public health markets. We also anticipate that oral
testing for drugs of abuse will be accepted to some degree in employment
testing. Other markets, particularly the physician market, may resist the
adoption of oral testing as a replacement for other testing methods in use
today. Any failure to achieve broader market acceptance of our products will
limit our potential sales growth.
WE FACE EXTENSIVE GOVERNMENT REGULATION THAT MAY LIMIT OUR ABILITY TO
DEVELOP NEW PRODUCTS OR NEW USES FOR EXISTING PRODUCTS AND MAY AFFECT THE COSTS
INVOLVED IN CONDUCTING OUR OPERATIONS.
Human therapeutic and diagnostic products such as ours are subject to
government regulation, including pre-marketing approval by the United States
Food and Drug Administration (FDA) and comparable agencies in foreign counties.
The process of obtaining these approvals varies according to the nature and use
of the product and can involve lengthy and detailed laboratory and clinical
testing, sampling activities and other costly and time-consuming procedures.
Approval, if it can be obtained, may take several years. In addition, we are
subject to ongoing oversight by the FDA. Compliance with relevant regulations
and other requirements can be costly and time-consuming, and we may not be able
economically, if at all, to comply with applicable requirements or obtain
necessary approvals. Regulatory agencies may at any time impose additional
regulations on us that are costly to comply with and disruptive to our
operations.
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IF WE DO NOT COMPLY WITH GOVERNMENT REGULATIONS, WE COULD BE FORCED TO
STOP MANUFACTURING OUR PRODUCTS.
We are permitted to manufacture and sell the OraSure device and other
regulated products, both in the U.S. and in some cases abroad, only if we comply
with regulations of government agencies such as the FDA. We have implemented
quality assurance and other systems that are intended to comply with applicable
regulations. The FDA has issued warning letters to us stating that we are not in
compliance with applicable Quality System Regulations, although no further
action has been taken. We have attempted to address concerns raised by the FDA
by improving and implementing new manufacturing and control procedures. In 1999,
we hired an individual to serve as Vice President of Regulatory Affairs and
Quality Assurance. Although we believe that we have satisfactorily addressed the
points raised by the FDA, the FDA could force the company to stop manufacturing
products if the FDA concludes that we are out of compliance with applicable
regulations. In addition, until the FDA agrees that we have resolved all points
raised in the warning letters, we may not be able to obtain regulatory clearance
certificates needed in certain foreign countries.
OUR BUSINESS COULD BE AFFECTED BY CHANGES IN FEDERAL OR STATE LAW OR
REGULATIONS.
Changes in government regulations could require us to undergo
additional trials or procedures and change our manufacturing process or that of
our partners, and could make it impractical or impossible for us to market our
products for certain uses or for sale in certain markets. Other changes in
government regulations, such as the adoption of the FDA's Quality System
Regulations, may not affect our products directly but may nonetheless adversely
affect our ability to achieve and maintain profitable operations by requiring
that we incur significant expenses changing or implementing new manufacturing
and control procedures.
THIS AND OTHER OFFERINGS MAY ADVERSELY AFFECT THE MARKET PRICE FOR OUR
COMMON STOCK.
The number of shares of our common stock covered by this prospectus and
other currently effective registration statements covering the sale of shares
issuable upon exercise of outstanding warrants is approximately 2,537,307
shares, representing approximately 17.8 percent of the total stock outstanding
as of December 31, 1999. There are no significant restrictions on the sale of
these shares. If holders of outstanding warrants were to offer a large number of
shares simultaneously or at approximately the same time, the market price of our
common stock would likely decline.
WE ARE DEPENDENT ON OUR KEY PERSONNEL.
We depend to a large extent on the abilities and continued
participation of our executive officers and scientific personnel. The loss of
key personnel could adversely affect our business. Competition for management
and scientific staff in the medical products field is intense. We may experience
difficulties attracting and retaining personnel with sufficient experience and
expertise to satisfy our needs.
OUR PATENTS AND PROPRIETARY INFORMATION MAY NOT STOP COMPETITORS.
We have obtained certain patents, have or may in the future acquire
license rights under other patents, and have filed and may file in the future
other patent applications. Patents that we have applied for may not be obtained,
and patents are always subject to challenge. Patents that we obtain may not
result in any material advantage over competitors because competitors may be
able to produce products competing with a patented product without infringing on
our patent rights. Even if we have a
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patent that we believe is infringed, the cost of enforcing our patent rights in
court would be high. If we need to defend ourselves against infringement charges
by other patent holders, the defense would likely be expensive and interfere
with our operations. We intend to obtain patent protection in only a limited
number of foreign countries. The requirements for a patent and degree of
protection afforded by a patent in foreign countries may differ from those in
the United States.
Trade secrets and confidential know-how are important to our scientific
and commercial success. Although we seek to protect proprietary information
through confidentiality agreements and appropriate contractual provisions,
others may develop independently our confidential information or gain access to
our proprietary information. We engage a Scientific Advisory Board for our
business, and the work of members of the board in their respective university
laboratories entails contact with persons outside the company that could result
in some of our proprietary information becoming available to others.
WE FACE RISKS RELATING TO PRODUCT LIABILITY AND PRODUCT RECALLS.
We could be subject to claims for personal injuries or other damages
resulting from our products or services, or product recalls. In particular, we
face litigation risk in the event of false positive or false negative results
resulting from our oral testing products. A successful claim or series of claims
or a recall of our products could severely damage our financial position. We
carry liability insurance against the negligent acts of our employees and a
general liability insurance policy that includes coverage for product liability.
The insurance is expensive, may not be available in the future on acceptable
terms, if at all, and may not adequately protect us against all such
liabilities. In addition, we may require increased product liability coverage as
new products are commercially developed.
OUR SHARE PRICE IS VOLATILE AND WE DO NOT PAY DIVIDENDS ON OUR COMMON
STOCK.
The market prices for our stock, and for the securities of medical
technology companies in general, historically have been volatile. Factors such
as announcements of technological innovations or new commercial products,
changes in governmental regulation, or developments with respect to patent or
proprietary rights may affect our stock and the stocks in our market sector. In
addition, market conditions in general may have a significant impact on the
market price for our stock. As a result, it may be difficult for you to plan for
sales of our stock or sell your stock at a desired time or price. We have not
paid cash dividends on our common stock to date, and we do not anticipate paying
cash dividends in the foreseeable future.
ANTI-TAKEOVER CONSIDERATIONS COULD MAKE AN ACQUISITION BY A THIRD-PARTY
DIFFICULT, LIMITING THE ABILITY OF SHAREHOLDERS TO OBTAIN A PREMIUM FOR THEIR
STOCK AS A RESULT OF A CHANGE IN CONTROL.
Oregon corporate law contains provisions that could make it more
difficult for a third party to acquire, or discourage a third party from
attempting to acquire, control of the company without the approval of our board
of directors. Our articles of incorporation contain provisions designed to
prevent sudden changes in the composition of the board of directors, and we have
adopted a Rights Agreement which could have the effect of discouraging the sale
of the company or bids for the common stock. Also, many stock options under our
Stock Award Plan will vest in full immediately in the event of a change in
control of the company or similar event. All of these considerations may
discourage tender offers or other bids for our common stock and make it more
difficult for you to obtain a premium for the sale of your shares in connection
with a change in control of the company.
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SELLING SHAREHOLDERS
The common stock being offered in this prospectus is issuable upon
exercise of outstanding warrants originally sold in 1991. The warrants were
originally sold to investors in a sale of securities exempt from registration
under Regulation S of the Securities Act of 1933. The common stock was, or will
be, issued to the selling shareholders upon exercise of the warrants, in a
transaction exempt from registration under Regulation S. In accordance with Rule
416 under the Securities Act, this prospectus also covers an undetermined number
of additional shares as may become issuable as a result of adjustments in the
exercise price of the warrants to prevent dilution. We will not receive any
proceeds from the sale of shares of common stock by the selling shareholders,
other than the exercise price for the warrants which is $5.913 per share.
The following table sets forth information as of December 31, 1999,
relating to the beneficial ownership of our common stock by each selling
shareholder. The number and percentages of shares beneficially owned are based
on 14,261,887 shares outstanding at December 31, 1999, and have been determined
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Under
this rule, beneficial ownership includes any shares as to which a person has
sole or shared voting or dispositive power or may, within 60 days of December
31, 1999, acquire such power. The information in the table below was supplied by
representatives of the selling shareholders and is believed to be accurate,
although we have no way of confirming the information.
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COMMON STOCK COMMON STOCK COMMON STOCK
SELLING SHAREHOLDERS OWNED PRIOR TO OFFERED OWNED AFTER
OFFERING OFFERING (1)(2)
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Emerge Capital (3) 123,000 75,000 48,000
Samisa Investment Corp. (4) 278,650 29,900 248,750
Vitali Maritime Corporation (5) 104,385 10,450 93,935
Courcoux Bouvet(6) 26,275 6,275 20,000
Pluvalca Management (7) 14,800 9,300 5,500
Marpesagio Cie a Naviera (8) 11,650 4,650 7,000
Trackway Limited (9) 43,016 3,850 39,166
Taragona Limited (9) 43,016 3,850 39,166
Credit Lyonnais Suisse SA (10) 38,000 3,000 35,000
Camforin Limited (11) 41,518 2,350 39,168
Mizebourne Investment Corp. (12) 49,675 3,425 46,250
Savill Ltd. (13) 34,300 300 34,000
Banque CPR 400 400 -
Banque Monod (14) - 400 -
Brown Brothers Harriman (14) - 500 -
Schroder Investments (14) - 5,000 -
Societe Generale Securities (14) - 500 -
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(1) Assumes the sale of allsecurities listed in the "Common Stock Offered"
column. Also assumes that none of the Selling Shareholders sell
securities not listed in such column or purchase additional securities.
(2) Except as otherwise noted, no selling shareholder will beneficially own
greater than 1 percent of the outstanding common stock following
completion of this offering.
(3) Includes 48,000 shares of common stock issuable upon exercise of other
warrants originally purchased in July 1993 ("July 1993 Warrants").
(4) Includes 146,750 shares issuable upon exercise of other warrants
originally purchased in 1992 ("1992 Warrants"), 64,500 shares issuable
upon exercise of July 1993 Warrants, and 37,500 shares issuable upon
exercise of other warrants originally purchased in June 1993 ("June
1993 Warrants"). Samisa Investment Corp. will beneficially own 1.7
percent of our outstanding common stock following completion of this
offering.
(5) Includes 18,935 shares of common stock, 67,500 shares issuable upon
exercise of 1992 Warrants, and 7,500 shares issuable upon exercise of
July 1993 Warrants.
(6) Includes 20,000 shares of common stock.
(7) Includes 5,500 shares of common stock issuable upon exercise of 1992
Warrants.
(8) Includes 7,000 shares of common stock issuable upon exercise of 1992
Warrants.
(9) Includes 7,500 shares of common stock issuable upon exercise of 1992
Warrants, 17,499 shares issuable upon exercise of July 1993 Warrants,
and 14,167 shares issuable upon exercise of June 1993 Warrants.
(10) Includes 35,000 shares of common stock issuable upon exercise of July
1993 Warrants owned by an affiliated entity.
(11) Includes 7,500 shares of common stock issuable upon exercise of 1992
Warrants, 17,502 shares issuable upon exercise of July 1993 Warrants,
and 14,166 shares issuable upon exercise of June 1993 Warrants.
(12) Includes 1,250 shares of common stock, 37,500 shares issuable upon
exercise of 1992 Warrants, and 7,500 shares issuable upon exercise of
July 1993 Warrants.
(13) Includes 34,000 shares of common stock issuable upon exercise of 1992
Warrants.
(14) Each of the listed entities has been issued the listed warrants in its
name but the warrant certificates are unaccounted for or missing. The
listed holders are likely nominees for warrant holders that are not
currently known to us. We intend to supplement this prospectus with
appropriate beneficial owners if warrants held by these nominees are
exercised.
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PLAN OF DISTRIBUTION
The shares of common stock being offered pursuant to this prospectus
will be issued upon exercise of outstanding warrants and may be sold from time
to time by the selling shareholders, or by pledgees, donees, transferees, or
other successors in interest. The shares may be sold on The Nasdaq Stock Market
or otherwise at prices and at terms then prevailing or in negotiated
transactions. The shares may be sold by one or more of the following:
(a) a block trade in which the broker or dealer effecting
the trade will attempt to sell the securities as agent
but may purchase and resell a portion of the block as
principal to facilitate the transaction;
(b) a purchase by a dealer as principal and resale by the
dealer for its account; and
(c) in ordinary brokerage transactions and transactions in
which the broker solicits purchasers, which may include
put or call option transactions, short sales or other
methods of sale.
Brokers or dealers may receive commissions or discounts in amounts to be
negotiated prior to the sale. Brokerage commissions and similar selling expenses
will be borne by the selling shareholders.
The selling shareholders and any broker-dealers that act in connection
with the sale of shares may be deemed "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933 and any commissions received by such
broker-dealers and any profit on the resale of shares sold by them while acting
as principals might be deemed underwriting discounts or commissions under the
Securities Act. The selling shareholders have been informed that they will be
required to deliver a prospectus in connection with sales of shares. Selling
shareholders may also resell any portion of their shares in open market
transactions in reliance upon and in compliance with Rule 144 once the
requirements of the rule have been met.
Each selling shareholder and any person participating in a distribution
will be subject to the Securities Exchange Act of 1934, which may limit the
timing of purchases and sales of shares and the ability of participants to
engage in certain market activities.
We have agreed to indemnify the selling shareholders against certain
liabilities in connection with the distribution of the securities offered in
this prospectus, including liabilities under the Securities Act of 1933. Under
agreements that may be entered into by a selling shareholder, dealers who
participate in the distribution of shares may be entitled to indemnification by
the selling shareholder against certain liabilities, including liabilities under
the Securities Act.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission. This prospectus does not contain
all of the information that can be found in the registration statement. Please
see the registration statement for additional information about us.
We file annual, quarterly and current reports, proxy statements, and
other information with the SEC. You may read and copy any reports, registration
statements, and other information we file with the SEC at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at
1-800-732-0330. Our SEC filings are also available to the public on the SEC
internet site at http://www.sec.gov.
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The SEC allows us to "incorporate by reference" into this prospectus
certain information contained in our publicly-filed documents. This means that
important information is disclosed to you by referring you to those documents.
The information that is incorporated by reference is considered to be a part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede previously filed information in this
prospectus and in other documents.
We incorporate by reference the documents listed below:
(1) Our Annual Report on Form 10-K for the year ended September 30,
1999;
(2) Our current report on Form 8-K dated October 1, 1999; and
(3) Our description of our common stock which is contained in Exhibit
99.1 to our Current Report on Form 8-K dated December 24, 1997.
In addition, all documents filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus will also be incorporated by reference.
You may request free copies of all of these filings (excluding
exhibits) by writing or telephoning us. You should direct requests to Andrew S.
Goldstein, Secretary, Epitope, Inc., 8505 S.W. Creekside Place, Beaverton,
Oregon 97008; telephone - (503) 641-6115.
LEGAL MATTERS
The validity of the shares of common stock offered in this prospectus
has been passed upon by Miller Nash LLP, Portland, Oregon.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended September 30, 1999, have
been so incorporated in reliance upon the report of PricewaterhouseCoopers LLP,
independent accountants, given upon the authority of said firm as experts in
auditing and accounting.
