ONCOR INC
8-K, 1998-07-07
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
Previous: VALUE HOLDINGS INC, SC 13D, 1998-07-07
Next: NORTON DRILLING SERVICES INC, 10-Q, 1998-07-07



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                 ---------------


                                    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)           JUNE 23, 1998
                                                 ------------------------------



                                   ONCOR, INC.
               -------------------------------------------------
               (Exact name of registrant as specified in charter)


          MARYLAND                  0-16177               52-1310084
- -------------------------------------------------------------------------------
(State or other jurisdiction      (Commission            (IRS Employer
     of incorporation)            File Number)         Identification No.)



  209 PERRY PARKWAY, GAITHERSBURG, MARYLAND                  20877
- -------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code          (301) 963-3500
                                                    ---------------------------

                                      N.A.
- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Item 5.     Other Events

            See attached press release.


<PAGE>   2


                                   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.

                                   Oncor, Inc.
                                  (Registrant)



                                  By:    /s/ John L. Coker
                                         -------------------------------
                                  Name:     John L. Coker
                                  Title: Chief Financial Officer


Dated: July 7, 1998

<PAGE>   3
                                  PRESS RELEASE

    FOR FURTHER INFORMATION CONTACT:                                ONCOR, INC.
    Jose Coronas, Chairman and Acting CEO                     209 Perry Parkway
    Cecil Kost, President & COO                          Gaithersburg, MD 20877
                                                                 (301) 963-3500
    John Coker, Chief Financial Officer                       Fax (301)926-6129
                                                           E-mail: [email protected]

FOR IMMEDIATE RELEASE

ONCOR TO OBTAIN $4 MILLION IN CASH THROUGH DIVISION SALE, EXPANDED CREDIT LINE

- -------------------------------------------------------------------------------


Gaithersburg, Maryland -- June 23, 1998 . . . Oncor, Inc. (AMEX: ONC) announced
today that it has reached agreement to sell its Research Products Division while
obtaining credit support from directors and a shareholder of the Company. These
agreements will improve Oncor's cash position by $4 million.

The most significant of the agreements relates to the sale of Oncor's Research
Products Division to Intergen Company for an aggregate consideration of $3.2
million. The agreement calls for Oncor to receive $3.0 million in cash at
closing and the remainder as scheduled payments over the next two years. The
Division had sales to non-affiliates of approximately $3.0 million in 1997. All
of the employees of the Division are being offered employment by Intergen. The
transaction is expected to close on June 29, following a ten-day statutory
waiting period, and is subject to the satisfaction of certain closing conditions
by the Company. The Company will record a gain on the sale of the Division of
approximately $1.8 million upon the closing of the transaction.

Additionally, the Company completed two cash infusions totaling $1.0 million
made possible by certain directors and a major shareholder of the Company. The
directors and shareholder provided credit support expanding the Company's
existing bank line of credit.

The Company estimates that these transactions will provide it with the funds
necessary to support its operations at least through the end of the third
quarter of this year and to satisfy certain of its debt obligations.

Cecil Kost, Oncor's President and Chief Operating Officer, said, "The $4.0
million of funding provides an important aspect of the Company's financing
program and the working capital to accelerate commercialization of our
INFORM(TM) HER-2/neu breast cancer test." Kost continued, "The sale of the
Research Products Division is another step in our program to re-invent Oncor and
reduce its cash requirements. We believe that today Oncor is a significantly
better focused company with a franchise position in the oncology predictive
diagnostics field."
<PAGE>   4

The Oncor INFORM(TM) HER-2/neu test -- the first gene-based test approved by the
U.S. Food and Drug Administration (FDA) for prediction of breast cancer
recurrence -- received approval December 30, 1997. The test can be performed on
existing tissue samples without requiring additional examination or surgery for
the patient. According to the American Cancer Society, breast cancer is the
most common form of cancer among American women. Each year 180,000 cases are
initially detected and 40,000 cases of recurrence -- usually in a more
aggressive, fast-spreading form -- are found. To date, more than 30 major
medical centers and commercial laboratories have begun or agreed to begin
performing the INFORM(TM) HER-2/neu breast cancer test.
              
Oncor, Inc. (http://www.oncor.com) develops, manufactures and markets gene-based
test systems and related products for use in the detection and management of
cancer and other human disease.

This press release contains statements of a forward-looking nature regarding
future events. These statements are only predictions and actual events may
differ materially. Please refer to documents that Oncor files from time to time
with the Securities and Exchange Commission for a discussion of certain factors
that could cause actual results to differ materially from those contained in the
forward-looking statements. There can be no assurance that the conditions which
must be satisfied before the closing of the sale of the Research Products
Business can be consummated will in fact be satisfied or waived by Intergen
Company.

                                      # # #



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission