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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): OCTOBER 20, 1997
FUISZ TECHNOLOGIES LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27082 52-1579474
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
14555 AVION PARKWAY, SUITE 250
CHANTILLY, VIRGINIA 20151
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 633-2259
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ITEM 5. OTHER EVENTS.
On October 20, 1997, Fuisz Technologies Ltd. announced in a press
release attached as Exhibit 99.1 to this Form 8-K that its Fuisz
International Holdings Limited subsidiary has completed the acquisition of
privately-held Istoria Farmaceutici, a pharmaceutical sales and
distribution company based in Padova, Italy.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibit.
99.1 Press Release dated October 20, 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: October 28, 1997 By: /s/ Patrick D. Scrivens
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Patrick D. Scrivens
Executive Vice President and
Chief Financial Officer
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EXHIBIT LIST
Exhibit No. Description Sequentially
Numbered Page
99.1 Press Release dated October 20, 1997
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EXHIBIT 99.1
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
OCTOBER 20, 1997
FUISZ TECHNOLOGIES LTD. ANNOUNCES CLOSING OF ISTORIA FARMACEUTICI
ACQUISITION
ACQUISITION PROVIDES FUISZ WITH A PRESENCE IN WORLD'S FIFTH LARGEST
PHARMACEUTICAL MARKET AND SERVES AS A DISTRIBUTION OUTLET FOR HIGHER MARGIN
FUISZ PRODUCTS
CHANTILLY, VA., OCTOBER 20, 1997 - Fuisz Technologies, Ltd. (Nasdaq NMS: FUSE)
announced that its Fuisz International Holdings Limited (FIHL) subsidiary has
completed the acquisition of privately-held Istoria Farmaceutici (Istoria), a
pharmaceutical sales and distribution company based in Padova, Italy. The
transaction, valued at $6.3 million including assumed debt, was closed on
October 17, 1997. Other financial terms of the transaction were not disclosed.
Istoria founder Dr. Danilo Casadei Massari will become a key member of FIHL's
management team and remain as President and Chief Executive Officer of Istoria.
In announcing the transaction, Ken McVey, President and Chief Executive Officer
of Fuisz Technologies and FIHL, stated, "Istoria, together with our other recent
international acquisitions of Clonmel Healthcare in Ireland, and Laboratoires
Murat in France, provides the Company with key synergies necessary to leverage
the more than 30 approved product licenses in the antibiotic, cardiovascular,
analgesic/anti-inflammatory, and CNS markets, which were acquired with the
acquisitions, across targeted European countries. In addition to providing the
Company with its own distribution outlets for selling Fuisz products that
generate higher product margins, we continue to retain key senior personnel from
each acquisition that also enhances our existing and highly experienced
international management team."
Istoria, which was founded by Dr. Massari, currently employs approximately
40 employees and sales people who market twelve (12) products, including
antihistamines, analgesics, and antibiotics.
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Fuisz Technologies Ltd. is engaged in the development, manufacture, and
commercialization of a wide range of drug delivery, nutraceutical, and food
ingredient products utilizing its proprietary CEFORM(TM), SHEARFORM(TM), and
other drug delivery technologies with research and manufacturing facilities in
Virginia, USA and Dublin and Clonmel, Ireland.
This news release may contain certain forward-looking statements that involve
risks and uncertainties. The results of operations and financial position could
be affected by several factors that may cause actual results to differ
materially including, but not limited to, dependence on collaborative partners,
capital requirements, risk of manufacturing scale-up, delays of introductions of
new products or enhancements, size and timing of individual orders, rapid
technological changes, market acceptance of new products, manufacturing and
sales distribution efficiencies, and future competition. These and other factors
are more fully discussed in the company's Form 10-K in the section captioned
"Management Discussion and Analysis of Financial Condition and Results of
Operations."
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