CELTRIX PHARMACEUTICALS INC
8-K, 1998-06-05
PHARMACEUTICAL PREPARATIONS
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                                 UNITED STATES
                       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: June 3, 1998



                        Commission File Number: 0-18976


                         CELTRIX PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)



               DELAWARE                                94-3121462
    (State or other jurisdiction           (I.R.S. Employer Identification No.)
  of incorporation or organization)



             3055 Patrick Henry Drive, Santa Clara, CA 95054-1815
             (Address of principal executive offices and zip code)


                 Registrant's Telephone Number: (408) 988-2500


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ITEM 5. OTHER EVENTS

        On June 3, 1998, Celtrix Pharmaceuticals, Inc., a Delaware corporation
(the "Company") announced Yoshitomi Changes Development Plans Regarding
SomatoKine(R) Program in Japan. Further details regarding this announcement are
contained in the Company's news release dated June 3, 1998, attached as exhibit
hereto and incorporated by reference herein.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) EXHIBITS

Exhibit 21 Celtrix Pharmaceuticals, Inc. News Release dated June 3, 1998.


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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 thereunto duly authorized.





                          CELTRIX PHARMACEUTICALS, INC. (Registrant)


Date:  June 3, 1998       By: /s/ DONALD D. HUFFMAN
                          ----------------------------------------------
                          Donald D. Huffman
                          Vice President, Finance & Administration
                          Chief Financial Officer
                          (Duly authorized principal financial and 
                          accounting officer.)


<PAGE>   4
                         CELTRIX PHARMACEUTICALS, INC.
                               INDEX TO EXHIBITS


        Exhibit Number
        --------------

        Exhibit 21    Celtrix Pharmaceuticals, Inc. Press Release dated June 3,
                      1998.



<PAGE>   1
                                                                      EXHIBIT 21

                              [CELTRIX LETTERHEAD]

NEWS RELEASE


        CONTACT:        Andreas Sommer, Ph.D.
                        President and Chief Executive Officer
                        (408) 988-2500


  YOSHITOMI CHANGES DEVELOPMENT PLANS REGARDING SOMATOKINE(R) PROGRAM IN JAPAN

            NOTICE OF TERMINATION OF COLLABORATION GIVEN TO CELTRIX

        SANTA CLARA, CA -- June 3, 1998 -- Celtrix Pharmaceuticals, Inc.
(Nasdaq: CTRX) reported today that Yoshitomi Pharmaceutical Industries, Ltd.,
recent acquirer of The Green Cross Corporation (April 1998), has given
notification of intent to terminate the development program between the two
companies. The program covers the development and commercialization of
SomatoKine(R) for treatment of osteoporosis in Japan. The collaboration was
initiated between Celtrix and Green Cross in 1994.

        Yoshitomi has cited certain development and financial aspects of the
program which have led them to this decision. These issues have surfaced since
the merger of Green Cross with Yoshitomi. The impact on Celtrix of dissolving
the collaboration would be loss of potential revenues from milestone and license
payments. However, upon termination, Celtrix would regain the rights to treat
osteoporosis in Japan.

        "This change in development plans at the new entity will allow Celtrix
the opportunity to seek an appropriate partner for this indication in Japan,"
commented Andreas Sommer, Ph.D., Celtrix's president and chief executive
officer. "Recently, we released encouraging interim results from Celtrix's
clinical trials for the treatment of severely osteoporotic patients recovering
from hip fracture surgery. In this Phase II feasibility study, SomatoKine has
shown positive trends in hip bone mineral density, a strong predictor of reduced
refracture risk."

        Celtrix is a biopharmaceutical company developing novel therapeutics for
seriously debilitating, degenerative conditions primarily associated with severe
trauma, chronic diseases or aging. The company's development focus is on
SomatoKine, a novel IGF-BP3 complex, for use in regenerating lost muscle, bone
and other tissues essential for the patient's health and quality of life.
Ongoing product development programs target acute traumatic injury, such as hip
fracture surgery in the elderly, and severe burns. SomatoKine is currently
undergoing Phase II clinical feasibility testing for these two indications.
Other potential indications include severe osteoporosis, and protein wasting
diseases associated with cancer, AIDS and other life-threatening conditions.

        This news release contains certain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
Actual results may differ materially from the statements made, as a result of
various factors, including risks associated with the ability of the company to
enter into a collaboration with a corporate partner for the development of
SomatoKine to treat various indications including osteoporosis, the ability to
enroll enough patients, as well as risks associated with future research,
clinical study results, the regulatory approval process, competitive products
and other factors which are listed from time to time in Celtrix's Securities and
Exchange Commission (SEC) filings. These forward-looking statements represent
Celtrix's judgment as of the date of this news release.


                                     -end-






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