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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
[X] CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (date of earliest event reported): August 25, 1999
Commission File Number: 0-19117
IMMULOGIC PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3397957
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(state or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
610 Lincoln Street, Waltham, MA 02154
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(Address of principal executive offices) (zip code)
(781) 466-6000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On August 25, 1999, ImmuLogic Pharmaceutical Corporation (the "Registrant")
issued a press release entitled "ImmuLogic Announces Stockholder Approval of
Plan of Liquidation," a copy of which is attached to this Current Report on Form
8-K as Exhibit 99.1.
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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 thereunto duly authorized.
/s/ J. Richard Crowley
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J. Richard Crowley
President
Date: August 25, 1999
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: Investor Relations
ImmuLogic Pharmaceutical Corporation
781-466-6000
IMMULOGIC ANNOUNCES STOCKHOLDER APPROVAL OF PLAN OF LIQUIDATION
WALTHAM, Mass., August 25, 1999 C ImmuLogic Pharmaceutical Corporation
(Nasdaq: IMUL) announced today that its stockholders have voted to liquidate and
dissolve the Company.
In connection with the approval of the plan of liquidation and dissolution
by its stockholders, the Company's Board of Directors voted today to make an
initial liquidating distribution of $1.94 per share to all stockholders of
record on August 25, 1999. The Company expects that this distribution will occur
on or about September 9, 1999.
The meeting of stockholders, originally scheduled to be held on August 18,
1999, was adjourned until August 25 because ImmuLogic received a communication
from a third party indicating an interest in proposing an alternative to
liquidation. The Board of Directors, after carefully reviewing the third party's
proposal, decided to proceed with the consideration of the plan of liquidation
because, in the Board's judgment, the third party's proposal lacked specificity,
contained contingencies and in its current state was not superior to the plan of
liquidation approved by the stockholders.
ImmuLogic is a Delaware corporation and Delaware law requires that the
Company remain in existence as a non-operating entity for at least three years
from the date the Company files a certificate of dissolution in Delaware and
maintain a certain level of assets to cover costs during the dissolution period.
During the dissolution period, the Company will attempt to convert its remaining
assets to cash as expeditiously as possible. The Company intends, as soon as
reasonable and practical, to sell its shares of the stock of Cantab
Pharmaceutical plc, subject to the contractual limitations in place with respect
to the disposition by the Company of such shares and to market factors
generally.
The Company also will attempt to monetize the potential royalty streams
from its agreements with Cantab, Sankyo, and Heska. Since these are potential
revenues several years in the future, the Company does not anticipate that these
will result in significant additional distributions for stockholders.
The Company is currently unable to estimate with certainty the amount of
proceeds that it will realize upon the sale of the Cantab shares or any other
assets of the Company, or the amount of retained cash that will have to be used
to satisfy
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liabilities. Therefore, the Company is unable at this time to determine the
amount of any future distributions to be made to the Company's stockholders.
The stockholders also voted to elect J. Richard Crowley, Carl S.
Goldfischer and Daniel L. Korpolinski as the Directors of the Company.
ImmuLogic Pharmaceutical Corporation is a biopharmaceutical company located
in Waltham, Massachusetts. The Company's press releases are available through
Company News on Call by fax at 800-758-5804, ext. 114501, and on the Internet at
http://www.prnewswire.com
This press release contains forward-looking statements that involve a
number of risks and uncertainties, including risks and uncertainties that relate
to the liquidation of the Company's assets and satisfaction of its liabilities,
and the other risk factors detailed in the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 and its Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1999 and June 30, 1999.
