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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JULY 29, 1997
FUISZ TECHNOLOGIES LTD.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-27082 52-1579474
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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3810 CONCORDE PARKWAY, SUITE 100
CHANTILLY, VIRGINIA 20151
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 803-3260
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ITEM 5. OTHER EVENTS.
On July 29, 1997, Fuisz Technologies Ltd. (the "Company")
announced that it had signed definitive agreements with the Cross
Group to acquire all of the issued ordinary share capital of its
subsidiary Clonmel Healthcare Ltd., the leading private manufacturer
of pharmaceutical products in the Republic of Ireland.
The consideration will include one million newly issued shares
of common stock, par value $0.01, of the Company, which shares will be
subject to certain contractual transfer restrictions. In addition,
the Company will issue three non-interest bearing promissory notes, in
an aggregate principal amount of IRpound sterling 8,335,000
(US$12,502,500), payable in three installments due in 1998, 1999 and
2000. The purchase price includes payment for services to be provided
by the Cross Group to facilitate the smooth integration of the two
companies.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibit.
99.1 Press Release dated July 29, 1997.
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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.
FUISZ TECHNOLOGIES LTD.
Dated: , 1997 By:
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Patrick D. Scrivens
Executive Vice President and
Chief Financial Officer
3
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EXHIBIT LIST
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Exhibit No. Description Sequentially
Numbered Page
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99.1 Press Release dated July 29, 1997
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EXHIBIT 99.1
PRESS RELEASE, DATED JULY 29, 1997
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AT THE COMPANY FINANCIAL RELATIONS BOARD
Kenneth W. McVey Doug DeLieto Brian Gill
President & Chief Executive Officer (general info.) (analyst info.)
USA: (703) 803-3260 (212) 661-8030
Ireland: 01.6760984
FOR IMMEDIATE RELEASE
JULY 29, 1997
FUISZ TECHNOLOGIES LTD. ANNOUNCES MAJOR
EXPANSION BY ACQUIRING CLONMEL HEALTHCARE LTD.
Chantilly, VA, July 29, 1997 -- Fuisz Technologies Ltd. (Nasdaq: FUSE), today
announced that it has signed definitive agreements with the Cross Group to
acquire all of the issued ordinary share capital of its subsidiary Clonmel
Healthcare Ltd., the leading private manufacturer of pharmaceutical products in
the Republic of Ireland.
Clonmel Healthcare Ltd. manufactures a range of prescription (Rx) and over the
counter (OTC) products which are marketed by its own sales force in Ireland and
by partners in Europe, Asia and USA. For the twelve months ended June 30, 1997,
Clonmel's revenues were IRpound sterling 12.91 million (US$19.4 million) and
its operating profit was IRpound sterling 1.08 million (US$1.62 million). Net
assets as of June 30, 1997 were IRpound sterling 5.94 million (US$8.9 million).
The consideration will include the issue of one million Fuisz common shares
which the owners of Clonmel have agreed to retain for at least twelve months
and to retain at least fifty percent for a further twelve months. In addition
IRpound sterling 8,335,000 (US$12,502,500) is payable in the form of
non-interest bearing notes in three installments due in 1998, 1999 and 2000.
The purchase price includes payment for services to be provided by the Cross
Group to facilitate the smooth integration of the two companies.
Upon closure, which is expected to occur promptly, pending Government agencies'
approvals, Daniel Tierney, Chairman and Chief Executive Officer (CEO) of the
Cross Group will join the Board of Directors of Fuisz as a non-executive
director and Donal Tierney, a Director of the Cross Group, will join Fuisz and
become Acting CEO of Clonmel Healthcare Ltd.
Kenneth W. McVey, President and CEO of Fuisz, said "The acquisition of Clonmel
Healthcare represents an important step in our overall strategy to establish a
major manufacturing presence in Ireland to supply our increasing clientele for
Fuisz products both in Europe and the USA. In addition, a number of Fuisz
products nearing completion for marketing can now be marketed through Clonmel
Healthcare's Rx and OTC divisions in Ireland as well as being supplied to our
own pharmaceutical outlets and partners being established in major EU
countries. We
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also expect two-way synergies with Pangea Ltd., the Fuisz private distribution
network whose first Fuisz developed products will shortly be launched in the
USA."
On a more personal note, Mr. McVey continued, "I am also very happy to have the
experience of Daniel Tierney on the Fuisz Board and the presence of Donal
Tierney as the Acting CEO of Clonmel Healthcare Ltd. This will ensure that
Clonmel Healthcare's long established business with numerous important clients
is maintained and enhanced." Finally, Mr. McVey commented, "We are very excited
by the potential for immediate expansion at the Clonmel Healthcare site which
will enable Fuisz proprietary production to be brought on stream in Ireland in
the shortest possible time with obvious positive implications for our clients."
Daniel Tierney, Chairman and CEO of the Cross Group, stated, "I am delighted to
be joining the Fuisz Board of Directors and excited by the expanding product
technology base that Fuisz is bringing to Clonmel Healthcare Ltd. With this
increased technological competence, the acquisition of which has been the
stated objective of the Clonmel Healthcare Board of Directors, the
opportunities for growth at the Clonmel Healthcare site will be strengthened
and secured into the coming Millennium.
"I am also very happy that Donal Tierney will have overall responsibility for
the Clonmel Healthcare business and that Larry Tuomey, Assistant Chief
Executive of the Cross Group, has agreed to give Fuisz a significant portion of
this time to ensure the most thorough integration of the Fuisz and Clonmel
Healthcare business."
Fuisz Technologies Ltd. is engaged in the development and commercialization of
a wide range of drug delivery and food applications, with facilities in
Chantilly, Virginia and Dublin, Ireland.
# # #
This news release contains forward-looking statements that involve risks and
uncertainties. The actual future results of Fuisz Technologies, Ltd. may differ
materially due to a number of factors including, but not limited to, dependence
on collaborative partners, risk of manufacturing scale-up, delays in
introductions of new products or enhancements, size and timing of individual
orders, rapid technological changes, market acceptance of new products and
competition. These and other factors are more fully discussed in the Company's
annual report on Form 10-K in the section captioned "Management Discussion and
Analysis of Financial Condition and Results of Operations."
