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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): MAY 25, 1999
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
CHANTILLY, VIRGINIA 20151
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 995-2400
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ITEM 5. OTHER EVENTS.
On May 25, 1999, Fuisz Technologies Ltd. (the "Company") announced that
there are several developments regarding the Company including i) the
resignation of its President and Chief Executive Officer, Kenneth W. McVey, ii)
plans to retain a management consulting firm to assist management with
reengineering the Company, iii) the anticipation of a loss for the second
quarter of 1999 and iv) the resignation of Fredrik C. Schreuder from the
Company's Board of Directors.
In order to allow all stockholders the opportunity to evaluate fully
the recent developments at the Company, the Company's 1999 Annual Meeting of
Stockholders held on May 27, 1999 was adjourned until 10:00 a.m. Eastern
Daylight time on Thursday, June 3, 1999 at the Company's offices at 14555 Avion
at Lakeside, Chantilly, Virginia. Shareholders may continue to vote or make
changes to their votes during the adjournment period.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated May 25, 1999, regarding several
Company developments.
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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: May 28, 1999 By: /S/
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Stephen H. Willard
Executive Vice President and
General Counsel
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EXHIBIT LIST
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Sequentially Numbered
Exhibit No. Description Page
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Press Release dated May 25, 1999, regarding
99.1 several Company developments
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EXHIBIT 99.1
PRESS RELEASE, DATED MAY 25, 1999, REGARDING SEVERAL COMPANY DEVELOPMENTS
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AT THE COMPANY
Dr. Richard C. Fuisz www.fuisz.com
In the U.S.: (703) 995-2400 Investor Relations E-mail: [email protected]
MAY 25, 1999
FUISZ TECHNOLOGIES ANNOUNCES SEVERAL KEY DEVELOPMENTS
CHANTILLY, VIRGINIA, MAY 25, 1999 - Fuisz Technologies Ltd. (Nasdaq: FUSE)
announced today several developments regarding the Company.
Fuisz President and Chief Executive Officer Kenneth W. McVey will be resigning
his position immediately to spend time pursuing personal interests. Dr.
Richard C. Fuisz, Fuisz's current Chairman of the Board of Directors, will
serve as acting CEO. "We thank Ken very much for the services he has rendered
to our shareholders", stated Dr. Richard Fuisz.
The Board of Directors plans to retain a major management consulting firm to
assist management with reengineering the Company to help streamline and refocus
its current activities and put in place the necessary management systems in
order to optimize its proprietary product activities similar to its national
launch of CalBurst(TM) by Pharmavite.
The Company is anticipating a loss for the second quarter of 1999.
In addition, Fredrik C. Schreuder has informed the Company that he will resign
from the Board of Directors for personal reasons. The Company appreciates the
time and expertise that Mr. Schreuder has provided over the many years that he
has been associated with the Company.
Fuisz Technologies Ltd. is engaged in the development, manufacture, and
commercialization of a wide variety of pharmaceutical and consumer healthcare
products which utilize its proprietary CEFORM(TM), Shearform(TM), and other drug
delivery technologies. Fuisz has research and manufacturing facilities in
Virginia, USA as well as in Dublin and Clonmel, Ireland. In addition, Fuisz
operates wholly-owned sales and marketing units in Germany, France, Ireland,
Italy and the United Kingdom and a majority owned operation in Hungary - Clonmel
Pharma Kft.
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Safe Harbor Disclaimer Concerning Forward Looking Statements
Statements in this news release containing the words "expected", "could" and
"will", among others, are forward-looking statements that involve risks and
uncertainties that are subject to events outside of the Company's control.
Actual results and developments in the future may vary materially from these
statements. Factors that may cause these developments and the Company's results
of operations and financial position to differ materially include, but are 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's
Discussion and Analysis of Financial Condition and Results of Operations."
PLEASE NOTE: Fuisz press releases and other corporate information are
available through the Company's Investor Information line (703) 995-2430, by
visiting Fuisz's corporate Web site at www.fuisz.com, or via fax-on-demand by
dialing 1-800-758-5804 ext. 126517 (a service provided by PR Newswire)
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