<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: November 20, 1995
ECOGEN INC.
-----------
(Exact name of registrant as specified in its charter)
Delaware 1-9579 22-2487948
- ---------- ----------- ----------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
2005 Cabot Boulevard West, Langhorne, Pennsylvania 19047
--------------------------------------------------------
(Address of Principal Executive Offices)
(215) 757-1590
--------------
(Registrant's telephone number, including area code)
<PAGE> 2
Item 5. Other Events
The Registrant ("Ecogen" or the "Company") has recently signed a
letter of intent with Monsanto Company for a strategic alliance to develop
Ecogen's proprietary Bacillus thuringiensis ("Bt") technology for in-plant
applications. The transaction pursuant to which Monsanto will provide Ecogen
with an aggregate of $25 million is subject to completion of definitive
agreements and necessary corporate approvals. Closing is expected in early
1996.
Under the proposed transaction, Monsanto will acquire rights to
Ecogen's Bt gene library and Bt strain library consisting of more than 10,000
strains and will have exclusive worldwide rights to develop Ecogen's Bt genes
for in-plant technology. Ecogen will retain its exclusive rights for Bt
development in other areas and will have unrestricted rights to the technology
that is developed under the proposed agreement for use other than in plants.
Under the agreement, Monsanto will provide $25 million to Ecogen - $5 million
will be received in upfront payments to acquire rights to Ecogen's technology
associated with its Bt library; $10 million for the purchase of equity
securities at a price the greater of $2.12 per share or 85 percent of the
60-day average closing price of Ecogen's common stock prior to closing; and $10
million in a four-year research contract. In addition, Ecogen has the
potential for profit participation in future sales by Monsanto of seeds
developed and commercialized with Ecogen's technology.
In connection with the signing of the letter of intent, Monsanto
advanced $1 million to Ecogen. Monsanto will advance an additional $1 million
to Ecogen prior to the closing if certain conditions are satisfied. If the
proposed transaction is consummated, this indebtedness will be applied against
the research and development funding payable by Monsanto at the closing. Also
in connection with the signing of the letter of intent, Monsanto received a
warrant to purchase up to two million shares of Ecogen common stock at an
exercise price of $1.175 per share. The warrant will become exercisable only
under certain conditions involving either a change of control of Ecogen or the
acquisition by a third party of rights to Ecogen's Bt technology in plants and
such warrant will terminate upon consummation of the proposed transaction
discussed above.
The Company has also recently announced that its Board of Directors
has elected President and Chief Executive Officer James P. Reilly, Jr., as
Chairman of the Board. Mr. Reilly succeeds John E. Davies, one of the
Company's founders, who will remain on the Board. Mr. Reilly joined Ecogen in
1992 as its President and Chief Operating Officer and in January, 1994, became
the Company's Chief Executive Officer. Prior to joining Ecogen, Mr. Reilly
spent sixteen years in a variety of senior positions at Rhone-Poulenc Inc.,
including seven years in the firm's agricultural chemicals divisions.
<PAGE> 3
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Ecogen Inc.
By: James P. Reilly, Jr. /s/
------------------------------
James P. Reilly, Jr.
President and Chief
Executive Officer
Date: November 20, 1995
