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FORM 8-K. --CURRENT REPORT
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 (Date of earliest event reported) June 28, 1999
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OPHIDIAN PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-33219 39-1661164
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(State, or other jurisdiction (Commission (IRS Employer of
incorporation) File Number) Identification No.)
5445 East Cheryl Parkway, Madison, Wisconsin 53711
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 608.271.0878
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(Former name or Former Address, if changed since last report)
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8K.2
INFORMATION TO BE INCLUDED IN THE REPORT
Item:
5. Other Events. SEE EXHIBIT 1
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8K.3
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 hereunto duly authorized.
OPHIDIAN Pharmaceuticals, Inc.
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(Registrant)
Date June 29, 1999 /s/ Donald L. Nevins
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(Signature)
Donald L. Nevins
Vice President-Finance
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8K.4
EXHIBIT 1
Contact Donald L. Nevins, CFO
FOR RELEASE 7:00 AM CDST 06/29/99 Ophidian Pharmaceuticals, Inc.
Phone 608.271.0878
Fax 608.277.2395
E-mail [email protected]
OPHIDIAN FILES PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
June 29, 1999 -- MADISON, Wisconsin -- Ophidian Pharmaceuticals, Inc.
(Ophidian) (NASDAQ SmallCap: OPHD and Pacific Exchange, Inc.: OPD), a
biotechnology company developing pharmaceuticals from avian antibodies
announced today that it is calling a Special Meeting of its Stockholders to be
held Friday, July 23, 1999.
The Board of Directors of the Company has approved and is soliciting
stockholder approval of an amendment to the Company's Certificate of
Incorporation pursuant to which each eight (8) shares of the issued and
outstanding shares of Common Stock of the Company shall be converted into one
(1) issued and outstanding share of Common Stock of the Company. If approved
by the Company's stockholders, this 1 for 8 reverse stock split will become
effective upon its filing with the Delaware Secretary of State.
The principal reason for the proposed reverse split is to maintain the
Company's eligibility for listing on the Nasdaq SmallCap Market and to increase
the stock's attractiveness to the investor community. In order to maintain its
listing on the Nasdaq SmallCap Market, the minimum daily closing bid price per
share must be at least $1.00. On May 7, 1999, the closing bid price for the
Common Stock had been below $1.00 for 30 consecutive trading days. Since June
7, 1999, the Company's Common Stock has for 15 consecutive trading days closed
with a bid price per share at $1.00 or better which fulfills listing
requirements. Failure to maintain this minimum price could result in the
future delisting of the Common Stock on the Nasdaq SmallCap Market, which might
affect the trading in and liquidity of the Common Stock.
The Board of Directors is also recommending that the stockholders approve the
Reverse Split in hopes that it will broaden the market for the Common Stock.
Various brokerage house policies and practices tend to discourage individual
brokers within those firms from dealing with lower priced stocks. For example,
low-priced stocks often cannot be used as collateral for margin accounts and
certain administrative policies can make the handling of the lower priced
stocks economically unattractive to brokers. Additionally, institutional
investors typically are unwilling to invest in companies whose stock trades at
less than $5. Finally, the transaction costs of dealing in a low priced stock
can be unattractively high because broker's commissions on low-priced stocks
generally represent a higher percentage of the stock price than commissions on
higher priced stocks.
This document may contain certain forward-looking statements based on current
management expectations. There are certain key factors that could cause future
results to differ from those anticipated by management. Such factors include,
but are not limited to, technical risks associated with the development of new
products, the continued progress of clinical trials of the company, the
company's ability to continue to establish collaborative agreements with third
parties, the competitive environment of the biotechnology and pharmaceutical
industries, and general economic conditions. Additional information on
potential factors that could affect the company's financial results are
included in the company's prospectus dated May 7, 1998, and other reports filed
with the Securities and Exchange Commission.
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