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 : March 3, 2000
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(Date of earliest event reported)
ADVANCED PHOTONIX, INC.
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(Exact Name of Registrant as specified in its Charter)
Delaware 1-11056 33-00325826
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(State or other jurisdiction (Commission (IRS Employer
incorporation) File Number) Identification No.)
1240 Avenida Acaso, Camarillo, California 93012
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(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number,
including area code: (805) 987-0146
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Item 5. Other Events.
(a) On March 3, 2000 Advanced Photonix, Inc. (the "Company"), announced that it
was considering the acquisition, in a targeted stock transaction, of Jenner
Biotherapies Inc., a privately held, development-stage, biotechnology
corporation ("Jenner"). Mr. Hayden Leason is the Chairman of both the Company
and Jenner and is a substantial shareholder of Jenner. Mr. Leason has provided
certain information concerning Jenner to the Board of Directors of API for
evaluation. Such information includes details of the development status of five
compounds in the area of cancer vaccines, vaccine administration, and immune
system responses to cancer cells. One of the vaccine products is in a Phase II
clinical trial and a macrophage activator for immune system response has
completed a Phase III clinical trial. The other products are in earlier
development stages.
(b) On March 7, 2000 in connection with the review of the potential acquisition
of Jenner, the Board of Directors announced the appointment of Mr. Stephen P.
Soltwedel and Mr. Richard D. Kurtz to serve on API's Board of Directors.
Mr. Soltwedel is currently Vice President and Chief Financial Officer of
Filtertek Inc., ("Filtertek") a wholly owned subsidiary of ESCO Electronics
(ESE), an $80 million injection molder specializing in filtration to the
automotive, medical and commercial markets. He joined Filtertek in 1972 and was
elected Vice President, Secretary and Treasurer of Filtertek Inc. and its sister
corporation, Filtertek de Puerto Rico, Inc. in 1979. In 1992, Filtertek was sold
to Schawk Inc. and subsequently sold to ESCO Electronics. Mr. Soltwedel has a
BBA degree in Accounting from Madison Business College.
Mr. Kurtz is currently Vice President Sales & Marketing of Filtertek and
Strategic Business Director - Medical Business Unit. He joined Filtertek in 1988
in the Sales and Marketing Group. Prior to joining Filtertek, Mr. Kurtz held
sales and marketing positions with companies in the aerospace, consumer,
automotive and industrial markets. Mr. Kurtz received his MBA from Eastern
Michigan University and his BA in Economics from Michigan State University.
Mr. Leason, the Chairman of the Company was the founder and former principle
shareholder of Filtertek, a designer and manufacturer of specialty filtration
equipment. Mr. Leason sold his interest in Filtertek in 1992.
A Special Committee of the Board of Directors composed of Messrs Soltwedel and
Kurtz has been formed to review and evaluate the terms of any proposal for an
acquisition which API may submit to Jenner. It is anticipated that no proposed
acquisition will be submitted for shareholder approval unless the Special
Committee determines to recommend such proposal as being fair to the public
shareholders of API.
As of the date hereof, no proposal to acquire Jenner has been made by API. While
API believes it likely that it will formulate and make such a proposal based
upon its review of information furnished by Jenner, there can be no assurance
that API will be able to formulate an
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acceptable acquisition proposal or that any such proposal will be acceptable to
Jenner or that a transaction will be consummated.
This Current Report includes "forward looking" statements that involve a number
of risks and uncertainties, including the risks of successful drug development
and commercialization; the risk of achieving an acquisition agreement and the
risks and uncertainties of completing a successful business combination,
including financial, accounting and management issues.
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 thereunto duly authorized.
ADVANCED PHOTONIX, INC.
By:/s/ P. J. Holmes
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Patrick J. Holmes
Executive Vice President & Chief Financial Officer
Dated: March 8, 2000
