<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 (Date of earliest event reported): December 3, 1997
CYTEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-19591 35-0245076
(Commission File No.) (IRS Employer Identification No.)
3525 JOHN HOPKINS
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (619) 552-3000
<PAGE> 2
ITEM 5. OTHER EVENTS.
On November 14, 1997 and December 1, 1997, the Board of Directors of Cytel
Corporation (the "Company") authorized the issuance and sale of Common Stock of
the Company to certain accredited investors (the "Private Placement"). The
Private Placement was effected on December 3, 1997. The description of the
Private Placement is set forth in the Press Release issued by the Company, dated
as of December 5, 1997, a copy of which is attached hereto as Exhibit 99.1.
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.
CYTEL CORPORATION
Dated: December 5, 1997 By: /S/ VIRGIL THOMPSON
--------------------------------
Virgil D. Thompson
President and Chief Executive Officer
2.
<PAGE> 3
INDEX TO EXHIBITS
PAGE NO.
99.1 Press Release dated December 5, 1997 4
3.
<PAGE> 1
EXHIBIT 99.1
Cytel Corporation Raises $8.4 Million In Private Placement
SAN DIEGO--(BUSINESS WIRE)--Dec. 5, 1997--Cytel Corporation (NASDAQ:CYTL news)
today announced that it has raised approximately $8.4 million in a private
placement of 4.8 million shares of common stock to a limited number of
institutional and other accredited investors, including certain existing
significant stockholders. BT Alex. Brown, Inc. served as placement agent for
this transaction.
With the completion of the private placement, the total number of outstanding
shares of Cytel's common stock is approximately 32 million.
The net proceeds of the offering will be used primarily to complete a pivotal
FDA registration trial with Cylexin(TM) for the prevention of reperfusion injury
in newborn babies undergoing surgery for congenital heart disease, to begin this
month, to fund preclinical development of Cytel's integrin blocker program
targeting chronic inflammatory diseases and for the manufacture of Cylexin and
other carbohydrates to supply corporate partners.
The private placement was not registered under the Securities Act of 1933 and
was made in reliance on exemptions from the registration requirements of the
Securities Act. Shares of common stock issued in the private placement may not
be offered or sold by the purchasers without registration under the Securities
Act or an applicable exemption from registration. Cytel intends to file a
registration statement covering the resale of the shares.
Cytel is a leader in the discovery and development of cell adhesion inhibitors
for treatment of acute and chronic inflammation, and its Glytec unit is a leader
in the manufacture of bioactive carbohydrates for use in medical and consumer
products. Epimmune Inc., its subsidiary, is focused on the discovery and
development of a new generation of safer, more potent vaccines for the
prevention and treatment of cancer and infectious diseases.
This press release includes forward-looking statements that reflect management's
current views of future events. Actual results may differ materially from the
above forward looking statements due to a number of important factors, including
but not limited to the risks associated with successfully negotiating and
completing definitive agreements for any corporate collaboration, the timing and
cost of conducting human clinical trials, the regulatory approval process, and
the possibility that testing may reveal undesirable and unintended side effects
or other characteristics that may prevent or limit the commercial use of
proposed products. These factors are more fully discussed in Cytel's most recent
Forms 10-K and 10-Q.
4.
