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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
Date of Report (Date of earliest event reported)
JANUARY 22, 1999
ALPHA-BETA TECHNOLOGY, INC.
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(Exact name of registrant as specified in charter)
MASSACHUSETTS 000-20023 04-2997834
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
THREE BIOTECH PARK, ONE INNOVATION DRIVE, WORCESTER, MA 01605
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 798-6900
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ITEM 5 - OTHER EVENTS
On January 22, 1999, Alpha-Beta Technology, Inc. (the "Company")
announced the discontinuation of its Phase III clinical trial of its lead
product, Betafectin -Registered Trademark-, for the prevention of serious
infections in upper gastrointestinal (GI) surgery patients. The decision
is based on an interim analysis of the data from the first 312 patients
enrolled in the study, which showed insufficient evidence of clinical
benefit to warrant completion of the trial.
On January 28, 1999, the Company announced that, in response to the
interim results of its Phase III clinical trial for Betafectin -Registered
Trademark-, the Company has entered into an Assignment for the Benefit of
Creditors to liquidate its assets. In addition, on January 29, 1999, The
Nasdaq Stock Market, Inc. ("Nasdaq") delisted the Company's common stock,
par value $.01 per share, from the Nasdaq National Market due to the Company's
failure to satisfy Nasdaq's continued listing requirements.
The Company will be pursuing an out-of-court liquidation conducted by a
common law Assignment for the Benefit of Creditors ("A/F/B/C") which the Company
believes will permit the most efficient liquidation and provide the best
structure to attempt to realize value. To this effect, the Company has
transferred its assets to an assignee whose legal duty is to liquidate these
assets and distribute any proceeds to creditors. The Company's liabilities
exceed the value of its assets and there will not be any residual value for
stockholders.
The Company has several potentially valuable assets. The first is a
plant built to manufacture the Betafectin -Registered Trademark- product.
The plant was financed by a $30 million loan from the Rhode Island Port
Authority and Economic Development Corporation ("RIPA") and by about $10
million of Company funds. RIPA has a mortgage to secure the balance due to it.
The Company plans to work with RIPA to try and realize maximum value from the
plant.
The second is an anti-fungal research program focusing on novel
anti-fungal screens and compounds and a fungal diagnostic product. The Company
intends to continue this program at MycoTox, Inc. (the Company's wholly-owned
subsidiary based in Denver, Colorado, "MycoTox").
Third, the Company owns rights to intellectual property comprised
primarily of patents and patent applications (both domestic and foreign) and
license agreements including its beta glucan immunomodulator technology.
The assignee, Joseph F. Finn Jr. of Finn, Warnke & Gayton, will
aggressively pursue opportunities to realize value from these three product
areas. Finn, Warnke & Gayton specializes in working with companies that are in
financial difficulty and has significant experience in liquidating businesses.
Due to the above factors, the Company plans on closing operations in
Massachusetts and Rhode Island and reducing its workforce from 92 employees to 7
employees. The remaining employees will focus on the antifungal research program
at MycoTox.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALPHA-BETA TECHNOLOGY, INC.
Date: February 17, 1999 By: /s/ D.D. Easson Jr.
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Name: D.D. Easson Jr.
Title: Treasurer
