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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): November 6, 1996
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SERAGEN, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19855 04-2662345
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
incorporation)
97 SOUTH STREET, HOPKINTON, MASSACHUSETTS 01748
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code; (508) 435-2331
Page 1 of 10 pages
Exhibit Index on page 4
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ITEM 5. OTHER EVENTS.
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On November 6, 1996, the Registrant publicly disseminated a press
release announcing that the board had elected Reed R. Prior chairman, chief
executive officer and treasurer of the Registrant. The board also elected Jean
Nichols president, chief technology officer, and a member of the Registrant's
board of directors. Both appointments were effective immediately.
Former vice chairman and chief executive officer, George Masters,
announced his retirement but will remain as a consultant to the Registrant. In
addition, James Howell, stepped down as chairman, and retired from the board
of directors; and chief financial officer, Thomas N. Konatich, resigned
from the Registrant, effective November 12th. The information contained in the
press release is incorporated herein by reference and filed as Exhibit 99.1
hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibit.
99.1 The Registrant's press release dated November 6, 1996.
2
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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.
Seragen, Inc.
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(Registrant)
Date: November 8, 1996 /s/ Reed R. Prior
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Reed R. Prior
Chairman of the Board and
Chief Executive Officer
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<TABLE>
EXHIBIT INDEX
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<CAPTION>
Exhibit Sequential
Number Description Page Number
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<S> <C> <C>
99.1 The Registrant's press release dated 5
November 6, 1996
</TABLE>
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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For more information, contact Seragen, Inc.
Lora Maurer, Manager,
IR/Corporate Communications
Phone: 508-435-2331
Fax: 508-435-9805
e-mail: [email protected]
The Dilenschneider Group
Media: Joe Dodson/Bob Stone
IR Ken Di Paola/Bob Stone
Phone: 212-922-0900
e-mail: [email protected]
[email protected]
[email protected]
SERAGEN RESTRUCTURES SENIOR MANAGEMENT TEAM
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SERAGEN ELECTS REED R. PRIOR CHAIRMAN, CEO AND TREASURER;
JEAN NICHOLS NAMED PRESIDENT, CHIEF TECHNOLOGY OFFICER
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GEORGE MASTERS AND JAMES HOWELL RETIRE; THOMAS KONATICH RESIGNS
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Hopkinton, MA--November 6, 1996--Seragen, Inc. (NASDAQ: SRGN) announced today
that the board has elected Reed R. Prior chairman, chief executive officer and
treasurer of the company. The board also elected Jean Nichols president, chief
technology officer, and a member of Seragen's board of directors. Both
appointments are effective immediately.
Former vice chairman and CEO, George Masters, is retiring but will remain as a
consultant to the company. In addition, James Howell, who is stepping down as
chairman, is also retiring from the board of directors; and chief financial
officer, Thomas N. Konatich, is resigning from the company, effective November
12th.
"Together, Reed and Jean comprise a highly capable, experienced team that will
lead Seragen to the next stage of growth," said outgoing CEO, George Masters.
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SERAGEN RESTRUCTURES SENIOR MANAGEMENT TEAM / page 2 of 3
"Reed has an impressive track record in the biomedical industry," commented
Seragen board member, Norman Jacobs, president of Becton Dickinson Transdermal
Systems. "In previous positions, he has raised capital, reduced operating costs,
focused business strategies and acquired new technologies. Jean's long
experience with Seragen makes her uniquely qualified to lead the continued
development and eventual commercialization of the technological portfolio."
"And we are grateful to George Masters, Jim Howell and Tom Konatich for their
contributions to Seragen," continued Jacobs. "We wish them well."
PRIOR, NICHOLS BACKGROUND
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Reed Prior, 45, has been a specialist in venture-backed companies developing
biomedical technologies and products. He comes to Seragen from ActiMed
Laboratories, a privately-held medical diagnostics company, where his
contributions as CEO included identifying broad new markets for the firm's
products, strengthening its management team, and securing substantial new lines
of capital.
Jean Nichols, Ph.D., 45, has been Seragen's senior vice president since 1992,
overseeing all aspects of clinical and regulatory affairs, research and
development, and operations. Dr. Nichols started with the company in 1983 and
has served as director and later vice president for research and development.
Under her direction, the company has assembled the expertise and capabilities to
design, develop and manufacture receptor-active protein therapeutics, from
genetic construction through clinical investigation.
MASTERS, HOWELL RETIRE; KONATICH RESIGNS
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George Masters has served as vice chairman of the board of Seragen since March,
1993, as CEO since May, 1993, and as president since September, 1994. During his
tenure, Seragen secured an international alliance with Eli Lilly and Company for
the development of Seragen's fusion proteins for cancer. He will retire to his
home in Falmouth, Maine.
James Howell, Ph.D. has served as chairman of the board of Seragen since 1991.
He is a member of the board of trustees of Boston University and president of
the Howell
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SERAGEN RESTRUCTURES SENIOR MANAGEMENT TEAM / PAGE 3 OF 3
Group, a Boston-based consulting firm.
Thomas Konatich will become chief financial officer of a privately held
pharmaceutical company based in New Jersey.
SERAGEN PRODUCT PORTFOLIO
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Seragen is an integrated biopharmaceutical company developing a proprietary
portfolio of therapeutic products. The company's unique receptor-active protein
therapeutics consist of a toxin fragment genetically linked to a hormone or
growth factor that targets specific receptors on the surface of disease-causing
cells.
Seragen's current focus is in cancer and dermatology. The company's most
advanced product, DAB389IL-2, is in Phase III clinical trials for cutaneous
T-cell lymphoma, in collaboration with Eli Lilly and Company. Seragen is
independently conducting clinical trials of the same product for psoriasis. The
second product in the company's pipeline, DAB389EGF, is in a clinical trial for
non-small cell lung cancer.
SAFE HARBOR INFORMATION
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To the extent that any of the statements contained herein relating to the
Company's products and its operations are forward looking, such statements are
based on current expectations that involve a number of uncertainties and risks.
Such uncertainties and risks include, but are not limited to, the early stage of
the Company's product development and lack of product revenues; the Company's
history of operating losses and accumulated deficit; the Company's limited
financial resources and uncertainty as to the availability of additional capital
to fund its development on acceptable terms, if at all; Boston University's
control of the Company; the Company's reliance on fusion protein technology; the
potential development of competing fusion proteins, products and technologies;
the Company's dependence on its collaborative partner, Eli Lilly and Company,
and the lack of assurance that the Company will receive further funding under
this partnership or develop and maintain other strategic alliances; the lack of
assurance regarding patent and other protection for the Company's proprietary
technology; governmental regulation of the Company's activities, facilities and
products; the Company's limited manufacturing capabilities; the Company's lack
of commercial sales and marketing capabilities; the dependence on key personnel;
the development of competing technologies; uncertainties as to the extent of
reimbursement for the costs of the Company's potential products and related
treatment by government and private health insurers and other organizations; the
potential adverse impact of government-directed health care reform; the risk of
product liability claims; and general economic conditions. As a result, the
Company's future development efforts involve a high degree of risk. For further
information, refer to the discussion in the Company's 1995 Annual Report on Form
10-K, as filed with the Securities and Exchange Commission. Actual results may
differ materially from such expectations.
#####
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Reed R. Prior
Chairman, Chief Executive Officer, Treasurer
Seragen, Inc.
Reed R. Prior was named chairman, chief executive officer and treasurer of
Seragen, Inc. (NASDAQ:SRGN) on November 6, 1996. Seragen, an integrated
biopharmaceutical company developing a portfolio of therapeutic products, is the
leader in the development of recombinant biological therapeutics based on its
proprietary fusion protein technology.
Mr. Prior, 45, is a specialist in managing venture-backed companies involved
with a range of biomedical technologies and products. Since 1986, he has served
as president, CEO and a member of the boards of directors of four biomedical
companies:
ActiMed Laboratories 1995-1996 Burlington, NJ
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Mr. Prior became CEO of ActiMed Laboratories, a venture-backed medical
diagnostics company, in 1995. His contributions at ActiMed included identifying
broad new markets for the firm's disposable home blood test kits, significantly
adding to its management team, and obtaining substantial new lines of capital.
In addition, Mr. Prior presided over ActiMed's first-ever F.D.A. product
approval and expanded the company's research and development program to generate
a pipeline of follow-on products.
Receptor Laboratories, Inc. 1992-1995 Chicago, IL
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Mr. Prior was named CEO of Chicago-based Receptor Laboratories, Inc., a start-up
biopharmaceutical firm, in 1992. During that time he repositioned the company to
participate in the emerging field of therapeutic cancer vaccines by acquiring
exclusive rights to the leading antigen identification technology in the field.
In July 1995, he sold the company to Cytel Corporation (NASDAQ:CYTL).
Genex Corporation 1990-1991 Gaithersburg, MD
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In 1990, Mr. Prior was named CEO of Genex Corporation, a company which initially
focused on industrial biotechnology and research instrumentation. He was
responsible for streamlining costs and repositioning the company's business
strategy toward surgical protein bio-adhesives and engineered antibody
replacement molecules. Following an aggressive bidding process, Genex was sold
to Enzon, Inc. in October 1991.
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i-STAT Corporation 1986-1990 Princeton, NJ
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Mr. Prior was named CEO of i-STAT Corporation in June 1986, where he eliminated
the company's unprofitable core business of contract research and development of
bit-sensor equipment and built new capabilities as a medical diagnostics
company. That effort involved raising more than $60 million in new capital, and
recruiting an 80-person research and engineering team that dramatically expanded
the company's technology portfolio of medical diagnostics, instruments and
disposables as well as its manufacturing capabilities.
Mr. Prior began his career in the biomedical industry in 1979 when he joined
Millipore Corporation (NYSE:MIL) a manufacturer and marketer of products for the
analysis and purification of fluids for medical and industrial applications. He
held a number of marketing and managerial positions, and prior to leaving the
company he was director of international marketing for Waters Associates, a
subsidiary. In 1983, Mr. Prior joined Promega Corporation, a venture-backed
start-up company, as vice president. At Promega, he repositioned the company to
emphasize proprietary genetic engineered research products while de-emphasizing
the firm's less successful generic lines. He also negotiated the world's first
joint venture in genetic engineering supplies with the People's Republic of
China. After leaving Promega, he served a short term as a venture capitalist
before joining i-STAT in 1986.
Mr. Prior is a graduate of Michigan State University, where he received a B.S.
in biology and bitphysics. He received his M.B.A. from the Harvard Business
School in 1980.
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Jean C. Nichols, Ph.D.
President, Chief Technology Officer, Director
Seragen, Inc.
Jean C. Nichols, Ph.D. was named president, chief technology officer and member
of the board of directors of Seragen, Inc. (NASDAQ:SRGN) on November 6, 1996.
Seragen, an integrated biopharmaceutical company developing a portfolio of
therapeutic products, is the leader in the development of recombinant biological
therapeutics based on its proprietary fusion protein technology.
Dr. Nichols, 45, has been Seragen's senior vice president since 1992, overseeing
all aspects of clinical and regulatory affairs, research and development and
operations.
Dr. Nichols joined the company in 1983 to manage a number of externally
sponsored research projects. In 1986, she was named Seragen's director of
research and development. She recruited and trained the company's R & D team and
concentrated its efforts on IL-2 Fusion Protein. In 1988, Dr. Nichols was
promoted to vice president of research and development. She established the
company's pilot production capabilities and oversaw regulatory approval of
Seragen's first investigational new drug application and all of the company's
clinical trials.
As Seragen's senior vice president, Dr. Nichols focused the company's technology
on cancer and dermatology. Under her direction, the company advanced its first
product into a Phase III clinical trial program and moved its second product
into clinical trials. Under her technical leadership, Seragen raised more than
$100 million over the course of five years; she was a key spokesperson for the
initial public offering in 1992 and follow-on offering in 1993.
Dr. Nichols was a junior faculty member at Harvard Medical School in the
Department of Microbiology and Molecular Genetics from 1980 until joining
Seragen in 1983. She joined Harvard Medical School in 1978 as a post-doctoral
fellow where she conducted research on the biochemical and biological analyses
of cholera toxin synthesis and assembly.
Dr. Nichols has authored more than 35 research articles, including 25 on
preclinical and clinical studies of fusion proteins. At Seragen, she is an
inventor on patents under review with the federal Patent and Trademark Office
which encompass applications of fusion proteins for the treatment of HIV,
arthritis, allergies, and diabetes.
Dr. Nichols holds a Ph.D. in Bacteriology and Immunology and a B.S. in Biology
from the University of North Carolina, Chapel Hill.
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