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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 26, 1999
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.)
9393 TOWNE CENTRE DRIVE
SAN DIEGO, CA 92121
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (619) 450-7100
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 26, 1999, Cytel Corporation (the "Company") sold certain of its
intellectual property assets related to its carbohydrate manufacturing business
to Neose Technologies, Inc. ("Neose"). Neose paid Cytel $3.5 million in cash and
paid an additional $1.5 million into escrow, the release of which is conditioned
on Cytel's satisfaction of certain matters relating to the patents and licenses
acquired by Neose. Neose may pay Cytel up to an additional $1.6 million
contingent on potential payments and revenues realized by Neose in connection
with certain future corporate collaborations. Under the agreement, Neose
acquired all of Cytel's carbohydrate synthesis and manufacturing technology,
including patent rights and rights under license agreements. Neose acquired such
technology subject to the rights and licenses granted to Baxter Healthcare
Corporation's Nextran unit in the field of xenotransplantation.
A description of the transaction is set forth in the Press Release
issued by the Company and Neose, dated as of March 29, 1999, a copy of which was
previously filed as Exhibit 99.1 to the Company's Current Report on Form 8-K,
filed with the Securities and Exchange Commission on April 9, 1999.
2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(c) EXHIBITS
2.1 Asset Purchase Agreement dated March 26, 1999 between the Company and
Neose Technologies, Inc.(1)
2.2 Escrow Agreement dated March 26, 1999 between the Company and Neose
Technologies, Inc.(1)
99.1 Press Release dated March 29, 1999.(2)
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(1) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999.
(2) Previously filed as an exhibit to the Company's Current Report on
Form 8-K, filed on April 9, 1999.
3.
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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.
CYTEL CORPORATION
Dated: June 8, 1999 By: /s/ Robert L. Roe, M.D.
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Robert L. Roe, M.D.
Acting President
4.
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NUMBER
<S> <C>
2.1 Asset Purchase Agreement dated March 26, 1999 between the
Company and Neose Technologies, Inc.(1)
2.2 Escrow Agreement dated March 26, 1999 between the Company and
Neose Technologies, Inc.(1)
99.1 Press Release dated March 29, 1999.(2)
</TABLE>
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(1) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999.
(2) Previously filed as an exhibit to the Company's Current Report on
Form 8-K, filed on April 9, 1999.
