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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): September 30, 1998
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Oncor, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
0-16177 52-1310084
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(Commission File Number) (I.R.S. Employer Identification No.)
209 Perry Parkway, Gaithersburg, Maryland 20877
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(Address of Principal Executive Offices) (Zip Code)
(301) 963-3500
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(Registrant's Telephone Number, Including Area Code)
N.A.
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On September 30, 1998, Oncor, Inc. (the "Company") issued a press
release announcing further restructuring plans and indicating that
the Company intends to focus on the sale of assets and the formation
of strategic alliances to generate cash. This press release is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.
On October 2, 1998, the Company issued a press release announcing
that the American Stock Exchange had advised the Company that
trading had been halted in the Company's Common Stock and that the
trading halt would continue indefinitely. The October 2, 1998 press
release is filed herewith as Exhibit 99.2 and is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of the Company dated September 30, 1998
99.2 Press release of the Company dated October 2, 1998
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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.
Oncor, Inc.
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(Registrant)
By: /s/ John L. Coker
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Name: John L. Coker
Title: Chief Financial Officer
Dated: October 7, 1998
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Exhibit Index
99.1 Press release of the Company dated September 30, 1998
99.2 Press release of the Company dated October 2, 1998
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Exhibit 99.1
PRESS RELEASE
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FOR FURTHER INFORMATION CONTACT: ONCOR, INC.
Jose Coronas, 209 Perry Parkway
Chairman and Acting CEO Gaithersburg, MD 20877
Cecil Kost, (301) 963-3500
President and COO Fax (301) 926-6129
John Coker email: [email protected]
Chief Financial Officer
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FOR IMMEDIATE RELEASE
ONCOR, INC. ANNOUNCES FURTHER RESTRUCTURING PLANS
FOCUS ON SALE OF ASSETS AND PARTNERSHIPS TO GENERATE CASH
GAITHERSBURG, MARYLAND -- SEPTEMBER 30, 1998 . . . ONCOR, INC. (AMEX: ONC)
Oncor Inc. (the "Company") announced today a number of developments relating to
the Company. First, Perseus Capital, LLC has withdrawn its Letter of Intent to
acquire the assets of Codon, Inc., a wholly owned subsidiary of the Company. As
a result, Codon will substantially cease all operations as of October 1, 1998.
The Company is actively seeking the immediate sale of the intellectual property
and other assets of Codon and anticipates that no material charges will result
from such a sale. Oncor has been notified by a creditor which holds the
Company's $4 million secured note due October 31, 1998 that it deems this event
to be a material adverse event, and therefore an event of default. Pursuant to
its rights in an event of default, the creditor has made a demand for
acceleration of the note. The creditor and the guarantors, who comprise a group
of significant shareholders, investment funds and certain directors of the
Company, have agreed that the guarantors will acquire the note and the rights
thereunder from the creditor immediately.
The Company has developed and instituted a plan supported by the guarantors
whereby the Company has reduced its scope of operations and on-going operating
expenses and is seeking to generate sufficient cash to repay the secured note,
meet its obligations to trade creditors and preferred stockholders, create
shareholder value and maintain continuing operations. The Company is seeking
cash through the sale of assets, including intellectual property, and through
strategic alliances. Pursuant to this plan, the Company has reduced its
employment by approximately 30 people, will curtail substantially all of its
external research programs and cut back portions of its marketing efforts. The
Company will maintain manufacturing, selling and internal research and
development activities.
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The guarantors are currently supporting the Company in its plan by supplying
working capital in accordance with the plan and not exercising their rights to
immediate repayment of the note. The guarantors could withdraw their support at
any time and demand immediate repayment of the note. Since the Company currently
has no significant cash reserves available, such action would likely force the
Company to file for reorganization or liquidation in bankruptcy. Such action
would also likely cause the Company to immediately cease all operations.
As previously announced by Oncormed Inc., Gene Logic Inc. completed its
acquisition of Oncormed on September 28, 1998. In connection therewith, Oncor
received approximately 420,000 shares of Gene Logic common stock which are
subject to certain previously disclosed 60-day transfer prohibitions and 12-
month restrictions and are pledged under the note. The closing price of Gene
Logic stock was $4.00 per share on September 29, 1998.
Separately, R. James Danehy announced that he has elected not to become Chief
Executive Officer of Oncor before year-end, as had been previously expected and
reported. Danehy intends to remain as Vice Chairman of the Board of Directors.
Jose Coronas will continue as the Chairman of the Board of Directors of the
Company.
Oncor develops, manufactures and markets gene-based test systems and related
products for use in the detection and management of cancer and other human
disease. Additional information may be obtained at http://www.oncor.com.
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 (including the Company's Form 10-Q
filed on August 14, 1998) for a discussion of certain factors that could cause
actual results to differ materially from those contained in the forward-looking
statements.
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Exhibit 99.2
PRESS RELEASE
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FOR FURTHER INFORMATION CONTACT: ONCOR, INC.
Jose Coronas, 209 Perry Parkway
Chairman and Acting CEO Gaithersburg, MD 20877
Cecil Kost, (301) 963-3500
President and COO Fax (301) 926-6129
John Coker email: [email protected]
Chief Financial Officer
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FOR IMMEDIATE RELEASE
ONCOR, INC. ANNOUNCES INDEFINITE TRADING HALT
BY THE AMERICAN STOCK EXCHANGE
GAITHERSBURG, MARYLAND -- OCTOBER 2, 1998 . . . ONCOR, INC. (AMEX: ONC)
announced today that, in light of the information contained in its September
30th press release, the American Stock Exchange ("AMEX" or the "Exchange") has
advised the Company that trading has been halted in the Company's Common Stock
and that the trading halt will continue indefinitely.
The Company had previously announced that it had received a notice from the
Exchange expressing AMEX's intention to proceed with the filing of an
application with the Securities and Exchange Commission to remove the Company's
shares of common stock from listing and registration on the Exchange. The
Company has previously announced its intention to appeal the decision of the
Exchange to de-list its shares.
The Company opposes the indefinite trading halt imposed by the American Stock
Exchange and is considering its remedies and alternatives. There can be no
assurance that trading in the Company's Common Stock will resume on the AMEX or
any other exchange or quotation service. As previously reported, due to its
history of losses and other related factors, the Company continues to be below
certain guidelines for continuing listing of its common stock on the Exchange.
The Company is also considering alternative public markets. Any alternative
public markets or exchanges that may be available to the Company likely would
provide substantially less liquidity and market support for the shareholders of
the Company and materially and adversely affect the ability, if any, of the
Company to raise additional equity capital in the future.
Oncor develops, manufactures and markets gene-based test systems and related
products for use in the detection and management of cancer and other human
disease. Additional information may be obtained at http://www.oncor.com.
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
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(including the Company's Form 10-Q filed on August 14, 1998) for a discussion of
certain factors that could cause actual results to differ materially from those
contained in the forward-looking statements.
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