CELLPRO INCORPORATED
8-K, 1998-06-26
LABORATORY APPARATUS & FURNITURE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                 ---------------


                                    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)       JUNE 8, 1998
                                                 ------------------------


                              CELLPRO, INCORPORATED
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)



           DELAWARE                     0-19472                94-3087971
(State or other jurisdiction          (Commission             (IRS Employer
      of incorporation)               File Number)          Identification No.)



 22215 26TH AVENUE S.E., BOTHELL, WA                               98021
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)



Registrant's telephone number, including area code         (206) 485-7644
                                                    ---------------------------


                                       N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


<PAGE>   2

Item 5.  Other Events

                     A.        Reduction-in-force.

                     B.        Resignation of Larry Culver as Executive Vice
                               President, Chief Operating Officer and Chief
                               Finanical Officer.


Item 7.  Exhibits

<TABLE>
<CAPTION>
       Exhibit No.               Description
       -----------               -----------
<S>                             <C>
         5.1                    Press Release dated June 8, 1998.
</TABLE>



<PAGE>   3

                                   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.


                                             CellPro, Incorporated
                                                   (Registrant)


Date:  June 26, 1998                         By  /s/ Richard Murdock
                                                 -------------------------------
                                                 Name:   Richard Murdock
                                                 Title:  President and
                                                         Chief Executive Officer



<PAGE>   4

                              CellPro, Incorporated
                                  Exhibit Index
                                   to Form 8-K



<TABLE>
<CAPTION>
                                                                                Sequentially
                                                                                  Numbered
     Exhibit No.                        Description                                 Page
     -----------                        -----------                                 ----
<S>                          <C>                                                <C>     
         5.1                 Press Release dated June 8, 1998.
</TABLE>




<PAGE>   1
                                                                     EXHIBIT 5.1



FOR IMMEDIATE RELEASE                                  Contact: Mark J. Handfelt
                                                           CellPro, Incorporated
                                                                  (425) 485-7644
                                                      e-mail: [email protected]
                                                          http://www.cellpro.com


                    CELLPRO ANNOUNCES INTERNAL REORGANIZATION

SEATTLE -- June 8, 1998 -- CellPro, Incorporated (Nasdaq: CPRO) announced today
an internal reorganization which includes a reduction in its workforce of
approximately 11%, the consolidation of its research and development and
engineering activities, and the integration of manufacturing operations.

Richard Murdock, President and CEO, stated "CellPro's decision to reorganize and
reduce its workforce was made in order to streamline operations and put the
company in a position where we believe it will have sufficient resources to
continue operations through a decision by the Court of Appeals in our ongoing
patent dispute with Baxter Healthcare. Because we have no way of knowing when
that decision will be made, we needed to reduce our cash burn rate."

The reorganization includes the resignation of Larry Culver from his position as
Executive Vice President, Chief Operating Officer and Chief Financial Officer.
Mr. Culver will continue to remain actively involved with CellPro as a member of
its board of directors.

Mr. Murdock continued, "The decision to reduce the number of employees was made
to better position CellPro for the future. We expect that the reorganization
will result in greater operating efficiencies and better coordination of
activities and resources within the company. No reductions were made in our
field sales force or technical support operations, and we will continue to
aggressively market our FDA-approved CEPRATE(R) SC System and our other cell
therapy products. Our customers will continue to receive the unparalleled
clinical and technical support they have come to expect from CellPro, and
patient access to our products will not be affected."

Commenting on Mr. Culver's resignation, Mr. Murdock stated, "Larry is leaving to
pursue other business interests. I appreciate his many contributions to CellPro
and wish him the best in his future endeavors. We look forward to his continuing
advice and counsel as a member of the board of directors."

Comments or forward-looking statements should be understood in the context of
CellPro's publicly available reports filed with the SEC, including the most
current annual report, 10-K and 10-Q, which contain a discussion of various
factors that may affect CellPro's business. These factors could cause actual
future performance to differ materially from current expectations regarding
future performance, results or achievements. Particular attention should be
given to the Investment Considerations labeled "Legal Proceedings," "Patents and
Proprietary Technology" and "Dependence on CEPRATE(R) SC System," in CellPro's
Annual Report on Form 10-K for the fiscal year ended March 31, 1997 and to the
Company's press release dated July 29, 1997.

Located in Bothell, Washington, CellPro, Incorporated is a biotechnology company
that develops, manufactures and markets proprietary continuous-flow,
cell-selection systems for use in a variety of therapeutic, diagnostic and
research applications. Its CEPRATE(R) SC System is being marketed in the United
States, Canada, the EC, Israel, Latin America and the Asia-Pacific.



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