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
Date of Report (date of earliest event reported): March 20, 2000
Endorex Corporation
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(Exact name of registrant as specified in charter)
Delaware 1-14778 41-1505029
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification)
28101 Ballard Drive, Suite F, Lake Forest, IL 60045
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847)573-8990
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Former Name or Former Address, if changed since last report.
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Item 5. Other Events
Certain stock dividend and antidilution rights provided to investors in the
Company's October 1997 Private Placement will terminate effective March 20,
2000. For additional information, please see the attached press release.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release.
Signatures
Pursuant to requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENDOREX CORPORATION
David G. Franckowiak
Vice President, Chief Financial Officer
(principal financial officer)
<PAGE>
EXHIBIT 99.1
Endorex Terminates Contractual Rights and Eliminates Future Stock Dividends
CHICAGO--(BW HealthWire)--March 20, 2000--Endorex Corporation (AMEX:DOR)
announced that certain stock dividend and antidilution rights provided to
investors in the Company's October 1997 Private Placement will terminate
effective March 20, 2000. Endorex is able to terminate these rights based
upon its recent stock price performance, which has triggered termination
provisions contained in the 1997 private placement agreement. The dividend
was established to provide private placement shareholders with a minimum
return in the event that share performance failed to reach a targeted level
of $4.63 per share (average closing price for thirty trading days) which is
equal to a 100 percent return on the per share price of the private
placement. This level was recently exceeded.
The rights to be terminated include a semi-annual five percent stock
dividend, the next distribution of which would have been to private placement
shareholders of record on April 16, 2000. Terminating these rights eliminates
future stock dividends of approximately 840,000 shares per year for the next
two and one-half years.
On a registration statement filed with the Securities and Exchange
Commission dated December 23, 1999, Endorex registered approximately
2.2 million shares for all remaining potential future dividends of which
420,000 shares were issued in November 1999. Due to the termination of the
dividend rights, none of the shares remaining under this registration
statement will be issued.
Endorex is a drug delivery company focused on oral and mucosal delivery
of drugs and vaccines. The Company's goal is to convert injectable-based
therapies into oral formulations - the preferred patient form for receiving
therapy. In addition to proprietary work on delivery of major protein and/or
peptide based drugs, Endorex has two joint ventures with Elan Corporation, plc.
The first, InnoVaccines Corporation, is developing and commercializing
technology for oral/mucosal delivery of vaccines; the second joint venture
is developing and commercializing Elan's MEDIPAD(R) Drug Delivery System for
iron chelators used to treat iron overload disorders. Additional information
is available on the Endorex web site at www.endorex.com.
This press release contains forward-looking statements, within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
that involve a number of known and unknown risks and uncertainties. These
statements are only predictions and actual events or results in future
periods may differ materially from what is currently anticipated. In
particular, we cannot assure you that we will become profitable, that any of
the joint ventures will successfully develop products or become profitable,
that we will realize any value from our oncology business or that the
Company will be able to carry out its current plans for 2000. In addition
to the matters described in this press release, risk factors as described
from time to time in Endorex's filing with the Securities and Exchange
Commission, including, but not limited to, our most recent reports on
Form 10-QSB and Form 10-KSB, may affect our financial results. We assume no
obligation to update the information in this release.
