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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): April 7, 2000
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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.)
15200 Shady Grove Road, Rockville, Maryland 20850
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(Address of Principal Executive Offices) (Zip Code)
(301) 527-2222
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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 3. Bankruptcy or Receivership
On April 7, 2000, the Second Amended Liquidating Chapter 11 Plans (the "Plans")
of Oncor, Inc. (the "Company") and its wholly-owned subsidiary, Codon
Pharmaceuticals, Inc. ("Codon") became effective. An order confirming the Plans,
pursuant to section 1129 of the Bankruptcy Code, dated February 29, 2000, had
previously been entered by the United States Bankruptcy Court for the District
of Delaware on March 7, 2000. The Company and Codon originally filed voluntary
petitions for relief under Chapter 11 of the United States Code in the United
States Bankruptcy Court for the District of Delaware on February 26, 1999.
The Company's Plan provides for the liquidation of all assets of the Company and
the cancellation of all equity interests in the Company. In addition, the Plan
provides for the payment of administrative expenses and priority tax claims in
cash in full, and for the partial payments of all other claims (other than those
related to the Company's equity interests).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Confirmation Order pursuant to section 1129 of the
Bankruptcy Code, dated February 29, 2000, entered by the United States
Bankruptcy Court for the District of Delaware on March 7, 2000, confirming
Oncor, Inc.'s and Codon Pharmaceuticals, Inc.'s Second Amended Liquidating
Chapter 11 Plans (In re: Codon Pharmaceuticals, Inc. and Oncor, Inc., Case No.
99-436).
99.2 Press release dated April 13, 2000 announcing that on
April 7, 2000 the Second Amended Liquidating Chapter 11 Plan of Oncor, Inc.
became effective.
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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/ Joseph R. Shaya
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Name: Joseph R. Shaya
Title: Acting President and Chief Executive
Officer
Dated: April 14, 2000
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EXHIBIT 99.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: ) Chapter 11
)
CODON PHARMACEUTICALS, INC. )
and ONCOR, INC., ) Case No. 99-436(JJF)
)
Debtors. ) (Jointly Administered)
FINDINGS OF FACT, CONCLUSIONS OF LAW
AND ORDER CONFIRMING
SECOND AMENDED LIQUIDATING CHAPTER 11 PLANS
OF ONCOR, INC. AND CODON PHARMACEUTICALS, INC.
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Oncor, Inc. ("Oncor") having filed its Second Amended Liquidating
Chapter 11 Plan of Oncor, Inc. dated November 12, 1999 (the "Oncor Plan") and
Codon Pharmaceuticals, Inc. ("Codon") having filed its Second Amended
Liquidating Chapter 11 Plan of Codon Pharmaceuticals, Inc. dated November 12,
1999 (the "Codon Plan" and, collectively, with the Oncor Plan, the "Plans") in
accordance with section 1121 of title 11 of the United States Code (the
"Bankruptcy Code"); and Oncor and Codon (collectively, the "Debtors") having
filed their Second Amended Joint Disclosure Statement pursuant to section 1125
of the Bankruptcy Code relating to the Plans on November 12, 1999 (the
"Disclosure Statement"); and the Court, by Order dated November 15, 1999 (the
"Disclosure Approval Order") having approved the Disclosure Statement after
notice and a hearing held on November 10, 1999; and upon the affidavits and
certificates of service filed herein reflecting compliance with the notice and
solicitation requirements of the Bankruptcy Code and the Federal Rules of
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Bankruptcy Procedure (the "Bankruptcy Rules"); and upon the Certified Ballot
Reports for Oncor and Codon filed on February 25, 2000; and objections to
confirmation of the Oncor Plan having been filed by (i) NTFC Capital Corporation
("NTFC") and (ii) Themis Partners L.P. and Heracles Fund (collectively, the
"Confirmation Objections"); and NTFC having withdrawn its objection pursuant to
a Stipulation Under Fed. R. Bankr. P. 9019(a) Approving Settlement and
Resolution of Claim of NTFC Capital Corporation; and the Court having considered
and approved the Debtors' Motion For An Order (a) Approving Settlement With
Themis Partners L.P. and Heracles Fund, (b) Authorizing Change of Votes On
Amended Liquidating Chapter 11 Plan of Oncor, Inc. and (c) Approving Technical
Plan Modifications (the "Modification Motion"); and the Debtors having filed
technical modifications to the Plans (the "Technical Modifications"), in
accordance with the Modification Motion and certain other agreements achieved
with parties in interest; and after a hearing having been held on February 29,
2000 (the "Confirmation Hearing") where the Court considered (i) confirmation of
the Plans (as amended by the Technical Modifications) and (ii) the withdrawal or
settlement of the Confirmation Objections; and notice of the Confirmation
Hearing being deemed good and sufficient notice of the Technical Modifications;
and the Court having reviewed all documents in connection with confirmation of
the Plans and having heard all parties desiring to be heard; and upon the record
compiled in the cases and made at the Confirmation Hearing; and after due
deliberation and consideration of all of the foregoing; and sufficient cause
appearing therefor; the Court hereby makes the following:
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FINDINGS OF FACT AND CONCLUSIONS OF LAW:
A. Capitalized terms used herein, but not defined herein, shall have
the respective meanings attributed to such terms in the Plans and the Disclosure
Statement.
B. This Court has jurisdiction over the Debtors' chapter 11 cases
pursuant to 28 U.S.C. sections 1334(a) and 157(1). Venue of these proceedings
and the chapter 11 cases in this district is proper pursuant to 28 U.S.C.
sections 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. section
157(b)(2) and this Court has jurisdiction to enter a final order with respect
hereto.
C. Due, timely, sufficient and adequate notice of the Plans, the
Confirmation Hearing, the Technical Modifications and the deadlines for voting
on, and filing objections to, the Plans has been given to all known holders of
Claims in an impaired class entitled to vote on the Plans, in accordance with
the procedures established by the Disclosure Approval Order, the Bankruptcy
Code, the Bankruptcy Rules, the local rules of the Court and all other
applicable laws, rules and regulations.
D. The Plans comply with all of the applicable provisions of the
Bankruptcy Code.
E. The classification of claims and interests under the Plans is proper
under sections 1122 and 1123 of the Bankruptcy Code. Claims or Interests in each
particular Class are substantially similar to other Claims or Interests
contained in such Class.
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F. Consistent with section 1123(a)(4) of the Bankruptcy Code, the Plans
provide equal treatment for each Claim or Interest of a particular class, unless
a holder of a Claim or Interest has agreed with one of the Debtors to a less
favorable treatment.
G. The Debtors, as proponents of the Plans, have complied with the
applicable provisions of the Bankruptcy Code.
H. The Plans have been proposed in good faith and not by any means
forbidden by law.
I. Any payments made or promised by the Debtors, or a person issuing
securities or acquiring property under the Plans, for services or for costs and
expenses in, or in connection with, the cases, or in connection with the Plans
and incident to the cases, have been approved by, or is subject to approval of
the Court as reasonable.
J. The Debtors have disclosed that Joseph R. Shaya, the current Acting
President and Chief Executive Officer of each of the Debtors, will serve as Plan
Agent and the sole director and officer of the Post-Confirmation Debtors as of
the Effective Date of the Plans and have disclosed the Plan Agent's
compensation. The appointment of the Plan Agent is consistent with the interests
of the Debtors' creditors and equity security holders and with public policy. In
addition, the Debtors have disclosed the identity of the members of the
Post-Effective Date Committee to serve under the Plans.
K. The provisions of section 1129(a)(6) of the Bankruptcy Code are
inapplicable to these cases.
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L. The procedures by which the ballots for acceptance or rejection of
the Plans were distributed and tabulated were fair, properly conducted, and
complied with the Bankruptcy Code and the Bankruptcy Rules.
M. As required by section 1129(a)(7) of the Bankruptcy Code, with
respect to each impaired Class of Claims and Interests, each holder of a Claim
or Interest in each impaired Class has either accepted such Plan or will receive
or retain under such Plan property of a value, as of the Effective Date of the
Plans, that is not less than the amount that such holder would receive or retain
if the Debtors liquidated under Chapter 7 of the Bankruptcy Code on such date.
N. With respect to Classes 1, 2 and 3 under the Oncor Plan, such class
has accepted the Oncor Plan or such class is not impaired under the Oncor Plan
and is, therefore, deemed to have accepted the Oncor Plan under section 1126(f)
of the Bankruptcy Code.
O. With respect to Classes 4 and 5 under the Oncor Plan, the
requirements of sections 1129(b)(2)(B) and 1129(b)(2)(C) of the Bankruptcy Code,
respectively, have been satisfied.
P. With respect to Class 1 under the Oncor Plan, such class has
accepted the Codon Plan.
Q. With respect to Class 2 interests under the Codon Plan, the
requirements of section 1129(b)(2)(C) of the Bankruptcy Code have been
satisfied.
R. The Debtors have requested that the Court confirm the Plans under
section 1129(b) of the Bankruptcy Code as to Oncor Classes 4 and 5 and Codon
Class 2.
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S. At least one impaired class of claims has accepted each of the
Plans, determined without including any acceptances of the Plans by any insider.
T. Except to the extent that the holder of a particular claim has
agreed to a different treatment of such Claim, the treatment of Claims under the
Plans of the type specified in sections 507(a)(1) and 507(a)(3) through
507(a)(8) of the Bankruptcy Code, if any, complies with the provisions of
section 1129(a)(9) of the Bankruptcy Code.
U. The primary purpose of each of the Plans is not the avoidance of
taxes or the requirements of section 5 of the Securities Act of 1933.
V. Confirmation of the Plans is not likely to be followed by the need
for further financial reorganizations of the Debtors.
W. All fees payable under section 1930 of title 28 of the United States
Code, have either been paid or will be paid under the Plans.
X. The provisions of section 1129(a)(13) of the Bankruptcy Code are
inapplicable to these cases.
Y. The Plans are the only plans of reorganization for each of the
Debtors pending before this or any other Court.
Z. The Technical Modifications to the Plans proposed by the Debtors
prior to, at or in connection with the Confirmation Hearing as set forth below
in this Confirmation Order, have been reviewed by and consented to by the
Debtors' Official Committee of Unsecured Creditors. The Technical Modifications
do not adversely change the treatment of holders of Claims against the Debtors.
Consequently, in accordance with section 1127 of the Bankruptcy Code and
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Bankruptcy Rule 3019, the Plans as modified are deemed accepted by each holder
of a Claim against the Debtors that voted to accept the Plans, without the need
to resolicit the votes of such Creditors on the Plans as modified, and are
deemed accepted by each holder of an unimpaired Claim deemed to have accepted
the Plans in accordance with section 1126(f) of the Bankruptcy Code.
NOW, it is hereby,
ORDERED, ADJUDGED, and DECREED, that:
1. The Plans are confirmed pursuant to section 1129 of the Bankruptcy
Code; provided, however, that if there is any conflict between the terms of the
Plans and the terms of this Confirmation Order, this Confirmation Order shall
control.
2. The Stipulation of Settlement Between and Among the Debtors, the
Committee, Themis Partners L.P. ("Themis") and Heracles Fund ("Heracles")
Relating to Second Amended Liquidating Chapter 11 Plan of Oncor, Inc. is hereby
approved, and the Confirmation Objection filed by Themis and Heracles is
withdrawn pursuant thereto.
3. The Plans are hereby modified as follows:
(a) Section 5.4 of the Oncor Plan is amended by the deletion of the
current text of section 5.4 of the Oncor Plan and the insertion of the following
language:
The holders of Allowed Subordinated Promethean Unsecured Claims will
receive a Pro Rata Share of $75,000, plus the portion of the
Distributable Cash, if any, remaining after all Allowed unclassified
Claims and Allowed Claims in Classes 1 through 3 are paid in full, in
full and final settlement of their Claims.
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(b) Section 5.3 of the Oncor Plan is amended and modified by adding two
new sentences at the end of such section which state as follows:
The Claims of Yale University ("Yale") shall be withdrawn pursuant to a
settlement (the "Yale Settlement") providing for the Debtors' transfer
of certain licensed inventions and/or technology to Yale. The Debtors
will seek approval of a stipulation evidencing the Yale Settlement
after the Confirmation Date, on notice to interest parties.
(c) Section 5.1 of the Codon Plan is amended and modified by adding two
new sentences at the end of such section which state as follows:
The Claims of Yale University ("Yale") shall be withdrawn pursuant to a
settlement (the "Yale Settlement") providing for the Debtors' transfer
of certain licensed inventions and/or technology to Yale. The Debtors
will seek approval of a stipulation evidencing the Yale Settlement
after the Confirmation Date, on notice to interested parties.
4. Prior to the Effective Date, the Debtors are hereby authorized,
empowered, and ordered to issue, execute, deliver, file and record any documents
or court papers or pleadings, and to take any and all actions, that are
necessary or desirable to implement, effectuate, and consummate the transactions
contemplated by the Plans, whether or not specifically referred to therein and
without further application or order of this Court, in each case with like
effect as if exercised and taken by unanimous action of the director and/or
stockholder of the Debtors as may be necessary to cause the same to become
effective under state law.
5. The Debtors shall remain as debtors-in-possession under the
Bankruptcy Code until the Effective Date. Thereafter, the Post-Confirmation
Debtors and the Post-Effective Date Committee may consummate the transactions
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contemplated by the Plans and make distributions to creditors after the
Effective Date in accordance with the Plans, free of any restrictions imposed by
the Bankruptcy Code. The Post-Effective Date Committee shall have the rights,
powers and obligations as set forth in the Plans, including but not limited to,
the right to retain counsel and the Plan Agent.
6. The Plan Agent Agreement, substantially in the form previously
filed with the Court, is approved, and the Debtors and the Post-Effective Date
Committee may execute, enter into and deliver such documents and to execute,
implement and consummate any transactions contemplated thereby.
7. Any and all pre-petition unexpired leases and executory contracts
not previously rejected by the Debtors or pursuant to section 365(d)(4) of the
Bankruptcy Code, unless specifically assumed pursuant to the Bankruptcy Code
prior to the date hereof or the subject of a motion to assume and assign pending
on the date hereof, shall be deemed rejected by the Debtors effective as of the
date of this Order.
8. All proofs of claim with respect to claims arising from the
rejection of executory contracts and unexpired leases shall, unless another
order of the Bankruptcy Court provides for an earlier date, be filed with the
Bankruptcy Court within thirty (30) days after notice of entry of this Order.
Any proof of claim that is not timely filed shall be released, discharged and
forever barred from assertion against the Debtors, their estates or properties
or the Post-Confirmation Debtors.
9. The exculpations, limited releases and injunction provisions set
forth in the Plans are approved.
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10. Notwithstanding any provision of the Plans to the contrary, the
Post-Effective Date Committee, on behalf of the Post-Confirmation Debtors, may
file Objections to Claims no later than ninety (90) days after the Effective
Date or ninety (90) days after a particular proof of Claim is filed, whichever
is later.
11. Unless required to be filed by an earlier date by another order of
this Court, all requests for payment of Administrative Claims must be filed and
served on the Post-Confirmation Debtors, their counsel and the Post-Effective
Date Committee's counsel, no later than twenty (20) days after the Effective
Date. Any person that is required to file and serve such a request for payment
of an Administrative Claim and fails to timely file and serve such request,
shall be forever barred, estopped and enjoined from asserting such Claim or
participating in distribution under the Plan on account thereof.
12. Each Person asserting a Fee Claim shall file with the Bankruptcy
Court and serve on the United States Trustee, counsel to the Post-Effective Date
Committee and counsel to the Post-Confirmation Debtors, a Fee Application within
sixty (60) days after the Effective Date. Failure to file a Fee Application
timely shall result in the Fee Claim being forever barred and discharged.
13. This Order shall constitute all approvals and consents required, if
any, by the laws, rules or regulations of any state or any other governmental
authority with respect to the implementation or consummation of the Plans and
any other acts that may be necessary or appropriate for the implementation or
consummation of the Plan.
14. Pursuant to Section 1146(c) of the Bankruptcy Code, neither the
making nor delivery of an instrument of transfer, nor the revesting, transfer
and sale of
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any real property or personal property of the Debtors in accordance with the
Plans, shall subject the Debtors or the Post-Confirmation Debtors to any state
or local law imposing a stamp tax, transfer tax or similar tax or fee.
15. The provisions of the Plans and this Order shall be, and hereby are
now, and forever afterwards, binding on the Debtors, the Committee, the
Post-Confirmation Debtors, the Post-Effective Date Committee, all holders of
Claims and Interests (whether or not impaired under the Plans and whether or
not, if impaired, they accepted the Plans), any other party in interest, any
other party making an appearance in these chapter 11 cases, and any other person
or entity affected thereby, as well as their respective heirs, successors,
assigns, trustees, subsidiaries, affiliates, officers, directors, agents,
employees, representatives, attorneys, beneficiaries, guardians, and similar
officers, or any person claiming through or in the right of any such person or
entity.
16. The Court hereby retains jurisdiction of these cases (i) as
provided for in the Plans, (ii) as provided for in this Order, and (iii) for the
purposes set forth in sections 1127 and 1142 of the Bankruptcy Code.
17. The failure specifically to include or reference particular
sections or provisions of the Plans or any related agreement in this Order shall
not diminish or impair the effectiveness of such sections or provisions, it
being the intent of the Court that the Plans be confirmed and such related
agreements be approved in their entirety.
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18. Pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c), the Debtors
are hereby directed to serve a notice of the entry of this Order on all holders
of record of Claims and Interests as of the date hereof, all parties who have
entered their appearance in these cases and requested notice pursuant to
Bankruptcy Rule 2002 and the Office of the United States Trustee, no later than
ten (10) days after the Effective Date of the Plans.
Dated: Wilmington, Delaware
February 29, 2000
/s/ Joseph J. Farnan, Jr.
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Joseph J. Farnan, Jr.
Chief United States District Judge
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EXHIBIT 99.2
Oncor, Inc.
15200 Shady Grove Road
Suite 350
Rockville, MD 20850
PRESS RELEASE
Rockville, Md., April 13, 2000
On April 7, 2000 the Second Amended Liquidating Chapter 11 Plan of
Oncor, Inc. (the "Plan") became effective. An order was previously entered on
February 29, 2000 by the United States Bankruptcy Court for the District of
Delaware confirming the Plan. The Plan provides for the liquidation of all
assets of the company and the cancellation of all equity interests in the
company. The Plan further provides for a Post-Effective Date Committee to
oversee the implementation of the terms thereof. This committee is represented
by the law firm of Anderson Kill and Olick, P.C., 1251 Avenue of the Americas,
New York, New York 10020.
On February 26, 1999, Oncor, Inc. and its wholly-owned subsidiary Codon
Pharmaceuticals, Inc. filed voluntary petitions for relief under Chapter 11 of
the United States Code in the United States Bankruptcy Court for the District of
Delaware.
04/13/00
Contact: Mr. Joseph R. Shaya for Oncor and Codon
