<PAGE>
===============================================================================
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: December 16, 1997
PROTEIN POLYMER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19724 33-0311631
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
10655 SORRENTO VALLEY ROAD
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Offices) (Zip Code)
(619) 558-6064
(Registrant's telephone number, including area code)
===============================================================================
<PAGE>
Item 5. Other Events.
------------
The Registrant issued a press release on December 16, 1997,
announcing that its research and development agreement with Ethicon, Inc.
("Ethicon"), a subsidiary of the Johnson & Johnson Company, will terminate
effective December 17, 1997. The focus of the agreement was on the development
and commercialization of tissue adhesives and sealants for wound closure and
related surgical applications. As a result of the termination, Ethicon will have
no further financial obligations to the Registrant.
For the agreement to remain in force, Ethicon would have been
required to select one specific protein polymer adhesive formulation for
commercial development and regulatory approval, and to commit to accomplishing
these goals within specific timelines. By declining to proceed with acceptance
of a specific product formulation, Ethicon will relinquish all rights to the
underlying technology as well as its control over the Registrant's right to
establish other relationships in the field of tissue adhesives and sealants.
A copy of the press release issued by the Registrant is appended
as an exhibit to this Report.
Item 7. Exhibits.
--------
(c) Exhibits
--------
Exhibit No. Description
----------- -----------
99 Registrant's Press Release dated December 16, 1997
with respect to Ethicon's termination of licensing
and development agreement with the Registrant.
-1-
<PAGE>
SIGNATURE
---------
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.
Date: December 16, 1997 PROTEIN POLYMER TECHNOLOGIES, INC.
By: /s/ J. Thomas Parmeter
________________________________________
J. Thomas Parmeter
Chief Executive Officer
-2-
<PAGE>
EXHIBIT INDEX
-------------
Exhibits
- --------
Exhibit No. Description
----------- -----------
99 Registrant's Press Release dated December 16,
1997 with respect to Ethicon's termination of
licensing and development agreement with the
Registrant.
<PAGE>
Exhibit 99
- ----------
FOR IMMEDIATE RELEASE
CONTACTS:
J. Thomas Parmeter
President
Gwen Como
Director, Investor Relations
(619) 558-6064
PROTEIN POLYMER ANNOUNCES TERMINATION OF
CURRENT R&D AGREEMENT WITH ETHICON
SAN DIEGO, December 16, 1997 -- Protein Polymer Technologies, Inc. (NASDAQ-
PPTI), today announced that its research and development agreement with Ethicon,
Inc., a subsidiary of Johnson & Johnson, will terminate effective December 17,
1997. The focus of the agreement was on the development and commercialization
of tissue adhesives and sealants for wound closure and related surgical
applications. As a result of the termination, Ethicon will have no further
financial obligations to PPTI.
For the agreement to remain in force, Ethicon would have been required to
select one specific protein polymer adhesive formulation for commercial
development and regulatory approval, and to commit to accomplishing these goals
within specific timelines. By declining to proceed with acceptance of a specific
product formulation, Ethicon will relinquish all rights to the underlying
technology as well as its control over PPTI's right to establish other
relationships in the field of tissue adhesives and sealants.
"While we are disappointed that Ethicon has chosen not to proceed into the
next stage of development with our tissue adhesive system, we know of no other
technology that can deliver the same key combination of surgical adhesive
properties such as high strength, resorption, biocompatibility and setting
speed," said J. Thomas Parmeter, President and Chief Executive Officer of
Protein Polymer Technologies. "Therefore, we plan to continue to develop tissue
adhesive and sealant products for several specific surgical indications, and
will begin discussions with potential partners who are leaders in those markets.
In addition, we have maintained a good overall relationship with Johnson &
Johnson."
Protein polymers are synthetic proteins created "from scratch" through
chemical DNA synthesis, and produced in quantity by bacteria through large scale
(CONTINUED)
<PAGE>
PPTI ANNOUNCES TERMINATION OF AGREEMENT WITH ETHICON, INC.
PAGE 2
fermentation. By design, they combine the biological functionality and
biocompatibility of natural proteins (e.g., silk, collagen, elastin, fibrin)
with the chemical functionality and exceptional physical properties of synthetic
polymers (e.g., nylon, spandex, polyester, polyacrylamide). Because of their
modular block polymer design, protein polymer components can be assembled and
reassembled into a wide variety of different materials such as films, fibers and
gels, while also incorporating both chemical and biological functionality as
part of the final polymer design. PPTI holds several pioneering patents on the
design and production of protein polymers, and has numerous U.S. and
international applications covering the technology and specific products and
product classes.
Protein Polymer Technologies, Inc. is a development stage biomaterials
company focused on tissue repair and drug delivery. In addition to surgical
adhesives and sealants, products being developed include bioactive coatings,
tissue augmentation materials, and drug delivery devices. PPTI also markets a
line of protein polymer-activated cell culture products under the trade names of
ProNectin(R) and SmartPlastic(TM).
* * *
This press release may contain forward-looking statements that are based on
management's expectations. Actual results could differ materially from those
expressed here; further, the Company is not obligated to comment specifically on
those differences. Risks associated with the Company's activities include
scientific and product development uncertainties, competitive products and
approaches, continuing collaborative partnership interest and funding,
regulatory testing and approvals, and manufacturing scale-up. The reader is
encouraged to refer to the Company's 1996 Annual Report and filings with the
Securities and Exchange Commission, copies of which are available from the
Company, to further ascertain the risks associated with the above statements.
PPTI's press releases are on the internet at http://www.ppti.com
To have press releases faxed, call (800) 758-5804 extension 721876.
