<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: September 20, 1999
PROTEIN POLYMER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-19724 33-0311631
(State or other jurisdiction of (Commission (IRS Employer Identification No.)
incorporation or organization) File Number)
</TABLE>
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.
------------
On September 20, 1999 Protein Polymer Technologies, Inc. (the
"Company"), (NASDAQ-PPTI) received notification from the Nasdaq Listing
Qualifications Panel that the panel had determined to delist the Company's
common stock from quotation on The Nasdaq Stock Market effective with the close
of business, September 20, 1999, due to the Company's failure to meet the net
tangible assets and minimum bid price maintenance criteria for continued
listing.
The Company's common stock may be eligible to trade on the OTC
Bulletin Board. Rule 15c2-11 under the Exchange Act specifies certain
information that broker-dealers are required to maintain regarding securities
traded in the over-the-counter markets. An exemption from Rule 15c2-11 has been
granted under certain circumstances to permit a broker-dealer, without having
the information specified by Rule 15c2-11, to publish in, or submit for
publication in, a quotation medium, quotations for a security immediately after
such security has been delisted from The Nasdaq Stock Market. In addition, as
a consequence of the delisting, the Company's common stock may become subject to
regulation as a "penny stock." The Securities and Exchange Commission has
adopted regulations which generally define "penny stock" to be any equity
security that has a market price or exercise price less than $5.00 per share,
subject to certain exceptions, including listing on the Nasdaq SmallCap Market.
If no other exception applies, the Company's common stock may become subject to
the SEC's Penny Stock Rules, Rule 15g-1 through Rule 15g-9 under the Exchange
Act. For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a risk
disclosure document mandated by the SEC relating to the penny stock market. The
broker-dealer must also disclose the commission payable to both the broker-
dealer and the registered representative, current quotations for the securities
and, if the broker-dealer is the sole market maker, the broker-dealer must
disclose this fact and the broker-dealer's presumed control over the market.
Finally, monthly statements must be sent disclosing recent price information for
the penny stock held in the account and information on the limited market in
penny stocks. Consequently, the penny stock rules may restrict the ability of
broker-dealers to sell the Company's securities and may affect the ability of
holders to sell these securities in the secondary market and the price at which
such holders can sell any such securities. Rule 15g-9 under the Exchange Act
imposes additional sales practice requirements on broker-dealers who sell such
securities except in transactions exempted from such rule. Such exempt
transactions include those meeting the requirements of Rule 505 or 506 of
Regulation D promulgated under the Securities Act and transactions in which the
purchaser is an institutional accredited investor or an established customer of
the broker-dealer.
On September 15, 1999 the Company also completed a subsequent closing
of a private placement of its Series G Convertible Preferred Stock ("Series G
Preferred Stock") with a small group of accredited and institutional investors.
Together with the initial closing previously announced on August 17, 1999, PPTI
received approximately $2.1 million, less approximately $120,000 in estimated
expenses.. Each share of Series G Preferred Stock was priced at $100 per share
and can be converted at any time by the holder into common stock at conversion
price of $0.50 per share, subject to certain antidilution adjustments. Each
share of Series G Preferred Stock also received a common stock warrant,
exercisable for 12 months, that allows the holder to acquire 200 shares of PPTI
common stock at an exercise price of $0.50 per share. No underwriters were
engaged by the Company in connection with such issuance and, accordingly, no
underwriting discounts were paid. The offering is exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended (the "Securities
Act"), and met the requirements of Rule 506 of Regulation D promulgated under
the Securities Act. The Series G Preferred Stock, warrants and underlying
common stock have not been registered under the Securities Act of 1933, as
amended, and may
-1-
<PAGE>
not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The proceeds will enable the Company
to begin human clinical testing scheduled to begin this fall of the Company's
lead product, an injectable treatment for female stress urinary incontinence.
Item 7. Financial Statements and Exhibits.
---------------------------------
Exhibit Number Description of Document
- -------------- -----------------------
99.1 Press Release of the Registrant dated September 21, 1999.
-2-
<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: September 20, 1999 PROTEIN POLYMER TECHNOLOGIES, INC.
By: /s/ J. Thomas Parmeter
----------------------------
J. Thomas Parmeter
Chief Executive Officer
-3-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Document Page Number
- -------------- ----------------------- -----------
<S> <C> <C>
99.1 Press Release of the Registrant dated September 21, 1999. 5
</TABLE>
-4-
<PAGE>
EXHIBIT 99.1
PROTEIN POLYMER TECHNOLOGIES, INC.
FOR IMMEDIATE RELEASE
CONTACTS:
J. Thomas Parmeter
President
Janis Neves
Director of Finance
(619) 558-6064
[email protected]
- -------------
DELISTING OF PROTEIN POLYMER COMMON STOCK
FROM QUOTATION ON THE NASDAQ STOCK MARKET
SAN DIEGO, SEPTEMBER 21, 1999 - Protein Polymer Technologies, Inc.
(NASDAQ-PPTI) reports today that it received notification from the Nasdaq
Listing Qualifications Panel that the panel had determined to delist the
Company's common stock from quotation on The Nasdaq Stock Market effective with
the close of business yesterday, September 20, 1999, due to the Company's
failure to meet the net tangible assets and minimum bid price maintenance
criteria for continued listing.
The Company's common stock may be eligible to trade on the OTC
Bulletin Board. Rule 15c2-11 under the Exchange Act specifies certain
information that broker-dealers are required to maintain regarding securities
traded in the over-the-counter markets. An exemption from Rule 15c2-11 has been
granted under certain circumstances to permit a broker-dealer, without having
the information specified by Rule 15c2-11, to publish in, or submit for
publication in, a quotation medium, quotations for a security immediately after
such security has been delisted from The Nasdaq Stock Market. In addition, as
a consequence of the delisting, the Company's common stock may become subject to
regulation as a "penny stock." The Securities and Exchange Commission has
adopted regulations which generally define "penny stock" to be any equity
security that has a market price or exercise price less than $5.00 per share,
subject to certain exceptions, including listing on the Nasdaq SmallCap Market.
If no other exception applies, the Company's common stock may become subject to
the SEC's Penny Stock Rules, Rule 15g-1 through Rule 15g-9 under the Exchange
Act. For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a risk
disclosure document mandated by the SEC relating to the penny stock market. The
broker-dealer must also disclose the commission payable to both the broker-
dealer and the registered representative, current quotations for the securities
and, if the broker-dealer is the sole market maker, the broker-dealer must
disclose this fact and the broker-dealer's presumed control over the market.
Finally, monthly statements must be sent disclosing recent price information for
the penny stock held in the account and information on the limited market in
penny stocks. Rule 15g-9 under the Exchange Act imposes additional sales
practice requirements on broker-dealers who sell such securities except in
transactions exempted from such rule. Such exempt transactions include those
meeting the requirements of Rule 505 or 506 of Regulation D promulgated under
the Securities Act and transactions in which the purchaser is an institutional
accredited investor or an established customer of the broker-dealer.
-1-
<PAGE>
The Company has completed a subsequent closing of a private placement
of its Series G Convertible Preferred Stock with a small group of accredited and
institutional investors. Together with the initial closing previously announced
on August 17, 1999, PPTI received approximately $2.1 million. Each share of
Series G Preferred Stock was priced at $100 per share and can be converted at
any time by the holder into common stock at conversion price of $0.50 per share,
subject to certain antidilution adjustments. Each share of Series G Preferred
Stock also received a common stock warrant, exercisable for 12 months, that
allows the holder to acquire 200 shares of PPTI common stock at an exercise
price of $0.50 per share. The Series G Preferred Stock, warrants and underlying
common stock have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. The proceeds will
enable the Company to begin human clinical testing scheduled to begin this fall
of the Company's lead product, an injectable treatment for female stress urinary
incontinence.
Protein Polymer Technologies, Inc., a San Diego based biotechnology
company, has developed a protein-based technology platform that allows creation
of new biomaterials which target multiple applications in biomedical markets.
The different classes of biocompatible polymers developed by PPTI have been
genetically engineered to enable cell growth, promote the regeneration of
tissue, bond to synthetic surfaces and resorb into tissue at controlled rates.
Targeted applications include tissue adhesives and sealants, tissue
augmentation, wound healing, and drug delivery vehicles.
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 raising adequate capital to continue operations, scientific
and product development uncertainties, competitive products and approvals, and
manufacturing scale-up. The reader is encouraged to refer to the Company's 1998
Annual Report on Form 10-KSB, and recent 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 www.ppti.com or on PR
------------
Newswires's Company News On Call at http://www.prnewswire.com and can be
-------------------------
received via Fax on Demand at (800) 758-5804 extension 721876.
-2-
