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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): MARCH 12, 1998
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) 803-3260
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ITEM 5. OTHER EVENTS.
On February 17, 1998, Fuisz Technologies Ltd. announced in a
press release attached as Exhibit 99.1 to this Form 8-K that it has signed a
definitive agreement to acquire Dr. Rentschler GmbH & Co. Medizin KG (Dr.
Rentschler), a pharmaceutical sales and distribution company based in Laupheim,
Germany and a subsidiary of Dr. Rentschler Arzneimittel GmbH & Co.
On March 13, 1998, Fuisz Technologies Ltd. announced in a
press release attached as Exhibit 99.2 to this Form 8K that it has completed the
acquisition of Dr. Rentschler. The transaction, valued at US$19.2 million, was
closed on March 12, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated February 17, 1998.
99.2 Press Release dated March 13, 1998.
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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: March 23, 1998 By: /S/
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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 February 17, 1998
99.2 Press Release dated March 13, 1998
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EXHIBIT 99.1
AT THE COMPANY
Kenneth W. McVey
In the U.S.: (703) 803-3260 www.fuisz.com
In Ireland: (800) 660-9131 Investor Relations E-mail: [email protected]
FEBRUARY 17, 1998
FUISZ TECHNOLOGIES LTD. ACQUIRES RX SUBSIDIARY OF GERMANY'S DR. RENTSCHLER
GERMAN ACQUISITION REPRESENTS FUISZ'S FOURTH ENTREE INTO EUROPEAN MARKETS IN
THE LAST 12 MONTHS
CHANTILLY, VIRGINIA, FEBRUARY 17, 1998 - Fuisz Technologies Ltd. (Nasdaq NMS:
FUSE) today announced that it has signed a definitive agreement to acquire Dr.
Rentschler GmbH & Co. Medizin KG (Dr. Rentschler), a subsidiary of Dr.
Rentschler Arzneimittel GmbH & Co. As a result of the transaction, Fuisz
expanded its growing line of cardiovascular prescription products. After
acquiring three other companies in Europe during the last 12 months in Ireland,
France, and Italy, the acquisition of Dr. Rentschler's prescription
cardiovascular drug division represents Fuisz's first entry into Europe's
largest pharmaceutical market and significantly strengthens its European sales
and distribution channels. Financial terms of the agreement were not disclosed.
Ken McVey, President and Chief Executive Officer of Fuisz commented, "The
acquisition of Dr. Rentschler's prescription pharmaceutical subsidiary
represents a major step in our commitment to build a sales and distribution
network in selected countries and therapeutic drug areas which will allow us to
distribute our own products developed using our proprietary CEFORM(TM), CEFORM
EA (Enhanced Absorption), and Shearform(TM) technologies. This acquisition in
Germany, Europe's largest pharmaceutical market and the third largest globally
following the USA and Japan, is also strategically important to Fuisz because it
furthers our goal of establishing a presence in all major European
pharmaceutical markets. It also increases our overall portfolio of licensed
drugs which, together with those acquired in the aforementioned earlier European
acquisitions, will provide Fuisz with profitable revenues expected to be in
excess of US$50 million dollars on an annualized basis."
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, 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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EXHIBIT 99.2
AT THE COMPANY
Kenneth W. McVey
In the U.S.: (703) 803-3260 www.fuisz.com
In Ireland: (800) 660-9131 Investor Relations E-mail: [email protected]
March 13, 1998
FUISZ TECHNOLOGIES LTD. ANNOUNCES CLOSING OF DR. RENTSCHLER GMBH ACQUISITION
ACQUISITION PROVIDES FUISZ WITH A PRESENCE IN EUROPE'S LARGEST PHARMACEUTICAL
MARKET AND BOLSTERS ITS PORTFOLIO OF CARDIOVASCULAR PRODUCTS
CHANTILLY, VA., MARCH 13, 1998 - Fuisz Technologies Ltd. (Nasdaq: FUSE)
announced that its Fuisz International Holdings Limited (FIHL) subsidiary has
completed the acquisition of privately-held Dr. Rentschler GmbH & Co. Medizin KG
(Dr. Rentschler), a pharmaceutical sales and distribution company based in
Laupheim, Germany. The transaction, valued at US$19.2 million, was closed on
March 12, 1998. Other financial terms of the transaction were not disclosed.
In announcing the transaction, Ken McVey, President and Chief Executive Officer
of Fuisz Technologies and FIHL, stated, "The acquisition of Dr. Rentschler,
together with our other recent international acquisitions of Clonmel Healthcare
in Ireland, Istoria Farmaceutici, and Laboratoires Murat in France, completes
the first stage of our plan to build a sales and distribution network in
selected European countries which will allow us to distribute our own products
developed using our proprietary CEFORM(TM), CEFORM EA, and Shearform(TM)
technologies. The first product registrations for these products will be filed
during 1998. This acquisition also allows the Company to leverage the more than
200 approved product licenses in the antibiotic, cardiovascular,
analgesic/anti-inflammatory, and CNS markets, which were included with the
acquisitions, across targeted European countries and will provide Fuisz with
profitable revenues expected to exceed US$50 million in 1998."
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 as well as in Dublin and Clonmel, Ireland.
This news release may contain certain forward-looking statements that involve
risks and uncertainties that are subject to events outside of the Company's
control. The Company's 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, product commercialization
including delays of introductions of new products or enhancements, size and
timing of individual orders, rapid technological changes, acquisitions of
marketing and sales distribution organizations, market acceptance of new
products, regulatory approvals, 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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