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UNITED STATES
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
December 21, 1998
(Date of earliest event reported)
IMMUCELL CORPORATION
(Exact name of registrant as specified in its charter)
0-15507
(Commission file number)
DELAWARE 01-0382980
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
56 Evergreen Drive
Portland, ME 04103
(Address of principal executive offices and zip code)
(207) 878-2770
(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS
On December 21, 1998, the Registrant issued a press release announcing
the reorganization of its management team to focus on growing its animal
health business and the resignation of Thomas C. Hatch as President, Chief
Executive Officer and director of the Registrant.
The press release announcing these results is incorporated herein by
reference and filed as Exhibit 99.1 hereto.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 The Registrant's Press Release dated December 21, 1998.
SIGNATURE
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.
IMMUCELL CORPORATION
Date DECEMBER 23, 1998 /S/ MICHAEL F. BRIGHAM
Michael F. Brigham
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Sequential
NUMBER DESCRIPTION PAGE NUMBERS(S)
99.1 The Registrant's Press Release 4
Dated December 21, 1998
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FOR IMMEDIATE RELEASE CONTACT: Michael F. Brigham
December 21, 1998 Vice President and CFO
(207) 878-2770 Ext. 106
ImmuCell Reorganizes Management
to Focus on Growing Animal Health Business
PORTLAND, Maine -- December 21, 1998 -- ImmuCell Corporation
(NASDAQ/ICCC) announced that it will focus its strategic resources on its
animal health business and has reorganized its management team to accomplish
this.
The Board of Directors promoted Stafford C. Walker, who has been the
director of sales and marketing for the Company since 1992, to the
executive officer position of vice president and chief marketing officer.
Mr. Walker will also serve as president and chief executive officer of the
Kamar Marketing Group, Inc., the Company's animal health marketing
subsidiary. He will join the Company's two other executive officers,
Michael F. Brigham, vice president and chief financial officer, and Joseph
H. Crabb, Ph.D., vice president and chief scientific officer, on a newly
formed Operating Committee along with two outside directors, Anthony B.
Cashen and George W. Masters.
In connection with this management reorganization, Thomas C. Hatch has
resigned his position as president, chief executive officer and director of
the Company. "Tom has led this Company from the successful launch of First
Defense in 1991 to where we are today - on the cusp of sustainable
profitability with a growing animal health business," commented George W.
Masters, chairman of the board of directors. "On behalf of the entire
board of directors, I wish Tom the best in his personal and business
pursuits going forward and thank him for all that he has accomplished for
the Company and its shareholders."
The Board of Directors will consider both internal and external candidates
in appointing a President to replace Mr. Hatch. In the meantime,
management believes that the streamlined structure is consistent with the
Company's stated objective of growing a profitable company focused
primarily on animal health products. Michael F. Brigham, vice president
and CFO commented that "...we believe this interim structure will allow us
to efficiently manage the three essential components of our business --
product research and development, marketing and sales, and the
administrative duties associated with growing our business and serving our
public shareholders."
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ImmuCell Corporation is a biotechnology company engaged in the development
of animal health products to expand its commercialized line of products for
use by dairy and beef producers. The Company is also developing
DiffGAM{TM} bovine anti-CLOSTRIDIUM DIFFICILE immunoglobulins, a human
application of its milk-derived passive antibody technology for use as an
alternative to antibiotics in the treatment of a gastrointestinal
infection. In addition, ImmuCell is marketing Crypto-Scan{TM}, a novel
drinking-water test that detects a major and growing menace
(CRYPTOSPORIDIUM) to drinking-water supplies worldwide, and the Company
owns 50% of a joint venture that is manufacturing bovine lactoferrin, a
nutritional milk protein derived from cheese whey.
THIS PRESS RELEASE CONTAINS "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING
OF SECTION 27A OF THE SECURITIES ACT OF 1933, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934. SUCH STATEMENTS INCLUDE, BUT ARE NOT
LIMITED TO, ANY STATEMENTS RELATING TO THE COMPANY'S FUTURE PROFITABILITY
AND ANY OTHER STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES RELATING TO DIFFICULTIES OR DELAYS IN DEVELOPMENT,
TESTING, REGULATORY APPROVAL, PRODUCTION AND MARKETING OF THE COMPANY'S
PRODUCTS, ANY INADEQUATE THERAPEUTIC EFFICACY OF THE COMPANY'S PRODUCTS
THAT COULD SLOW OR PREVENT PRODUCT DEVELOPMENT EFFORTS, COMPETITION WITHIN
THE COMPANY'S ANTICIPATED PRODUCT MARKETS, THE UNCERTAINTY OF PRODUCT
DEVELOPMENT IN THE PHARMACEUTICAL INDUSTRY, AND OTHER RISKS DETAILED FROM
TIME TO TIME IN FILINGS THE COMPANY MAKES WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING ITS ANNUAL REPORT ON FORM 10-K AND ITS QUARTERLY
REPORTS ON FORM 10-Q. SUCH STATEMENTS ARE BASED ON MANAGEMENTS' CURRENT
EXPECTATIONS, BUT ACTUAL RESULTS MAY DIFFER MATERIALLY DUE TO VARIOUS
FACTORS, INCLUDING THOSE RISKS AND UNCERTAINTIES MENTIONED OR REFERRED TO
IN THIS PRESS RELEASE.
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