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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
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Date of Report (Date of earliest event reported):
MARCH 9, 1998
CAMBRIDGE NEUROSCIENCE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19193 13-3319074
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE KENDALL SQUARE, BUILDING 700, CAMBRIDGE, MA 02139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 225-0600
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Total Number of Pages 6.
Exhibit Index at Page 4.
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ITEM 5 - OTHER EVENTS
On March 9, 1998, Cambridge NeuroScience, Inc. (the "Company") issued a
news release announcing a reduction in headcount. In addition, the Company
announced the declaration of a dividend in the amount of $1.00 per share,
payable on April 14, 1998 to holders of record on April 2, 1998. The information
contained in this news release is incorporated herein by reference and filed as
Exhibit 99.7 hereto.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.7 The Company's News Release dated March 9, 1998.
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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 hereunto duly authorized.
CAMBRIDGE NEUROSCIENCE, INC.
Date: March 12, 1998 /s/ Harry W. Wilcox, III
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Harry W. Wilcox, III
Sr. Vice President, Finance and Business
Development; Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Sequential
Number Description
99.7 The Company's News Release dated March 9, 1998.
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Exhibit 99.7
CONTACT:
Harry W. Wilcox Michelle L. Linn
Senior Vice President and CFO Vice President
Cambridge NeuroScience, Inc. Feinstein Kean Partners Inc.
(617) 225-0600 ext. 119 (617) 577-8110
FOR IMMEDIATE RELEASE
CAMBRIDGE NEUROSCIENCE REPORTS PRELIMINARY ANALYSIS OF
CERESTAT(1) PHASE III DATA; POTENTIAL BENEFIT IN STROKE
SUB-POPULATION TO BE ASSESSED
-- COMPANY RESTRUCTURES TO CONSERVE CASH --
CAMBRIDGE, MASSACHUSETTS, MARCH 9, 1998 -- Cambridge NeuroScience, Inc. (Nasdaq:
CNSI) today updated its shareholders on the status of its lead product
candidate, CERESTAT, for stroke and traumatic brain injury ("TBI"), and on
the Company's near-term strategic plan. In September 1997, the Company announced
the discontinuation of its Phase III trial in TBI because a planned interim
analysis of the data showed insufficient evidence of positive clinical impact.
In December 1997, the Company announced the discontinuation of its Phase III
trial in stroke after an interim analysis of data from more than 620 patients
indicated that continuation of the trial was not justified. At that time, the
Company announced its plan to further evaluate the data before making any
decisions about the future development of CERESTAT.
"Our further analysis has revealed two important initial results," said Elkan R.
Gamzu, Ph.D., President and Chief Executive Officer of Cambridge NeuroScience.
"First, there were no differences between placebo and CERESTAT on any safety
parameter in the TBI trial, which suggests that the drug has an attractive
safety profile in this patient population. Moreover, the retrospective stroke
trial evaluation had identified a potential therapeutic benefit in a subset of
the stroke population which we are continuing to investigate, together with our
partner, Boehringer Ingelheim."
Dr. Gamzu noted that the Company's near-term strategy now has three components:
* First, CNSI and its partner Boehringer Ingelheim are expending additional
efforts to further evaluate the stroke findings and to determine if
additional clinical studies in the stroke indication will be pursued,
either together or by CNSI independently. CNSI is continuing to analyze
data on the more than 620 patients enrolled, and anticipates that the
final analysis will be available in the second quarter of 1998. At that
time, decisions about the future development of CERESTAT in both stroke
and TBI indications will be made.
(1) - CERESTAT is a registered trademark of Boehringer Ingelheim International
GmbH
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-more -
* Second, the Company is continuing to evaluate alternatives for maximizing
shareholder value, which may include the sale of some or all of the
Company's technology assets.
* Third, the Company plans to conserve cash by immediately reducing headcount
from 60 to 30 staff members. Following such a reduction, the retained staff
will be comprised of 11 research scientists in the core technology area of
ion-channel blockers, including the collaborative work in ophthalmology
with Allergan; 5 scientists in the growth factor area; 4 individuals in
clinical development and regulatory affairs; 4 individuals in science
support and 6 individuals in administration. The one-time charge related to
this reduction in staff will be approximately $800,000.
The Company also announced that its Board of Directors had declared on March 9,
1998 a dividend in the amount of $1.00 per share of outstanding Common Stock,
payable on April 14, 1998 to shareholders of record on April 2, 1998. Dr. Gamzu
said that "while we remain committed to an objective and realistic final
analysis of CERESTAT in the near term, our Board of Directors feels it is
appropriate to make this extraordinary dividend payment to our shareholders.
This dividend is a first step in our program to maximize shareholder value in
the short term."
Cambridge NeuroScience, Inc. is a leading neuroscience company engaged in the
discovery and development of proprietary pharmaceuticals focusing on nerve cell
survival. The Company is developing a number of products to treat stroke,
traumatic brain injury and chronic neurodegenerative disorders such as multiple
sclerosis, peripheral neuropathies and other degenerative diseases.
This press release contains forward-looking statements based on the current
expectations of management. There are certain important factors that could cause
results to differ from those anticipated by the statements made above,
including, but not limited to, the results of the development programs described
above, the strategic interests of Cambridge NeuroScience in pursuing these
development programs as well as the results of future clinical trials, and the
acceptance by regulatory authorities of the Company's clinical trial outcomes as
a basis for marketing approval.
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