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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) JUNE 8, 1998
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CELLPRO, INCORPORATED
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(Exact name of registrant as specified in charter)
DELAWARE 0-19472 94-3087971
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
22215 26TH AVENUE S.E., BOTHELL, WA 98021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 485-7644
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
A. Asset Sale and Distribution Agreement with Nexell
Therapeutics, Inc., a subsidiary of VIMRx Pharmaceuticals,
Inc.
B. Reduction-in-force.
C. Resignation of Richard D. Murdock as President and Chief
Executive Officer.
Item 7. Exhibits
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<CAPTION>
Exhibit No. Description
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<S> <C>
5.1 Press Release dated September 28, 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.
CellPro, Incorporated
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(Registrant)
Date: October 6, 1998 /s/ Mark J. Handfelt
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Name: Mark J. Handfelt
Title: Vice President and General Counsel
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CellPro, Incorporated
Exhibit Index
to Form 8-K
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
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<S> <C> <C>
5.1 Press Release dated September 28, 1998.
</TABLE>
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[CELLPRO INCORPORATED LETTERHEAD]
Special advisory: This news release contains forward-looking statements.
CELLPRO ANNOUNCES ASSET SALE AND DISTRIBUTION AGREEMENT;
Resignation of Richard D. Murdock and Reduction in Workforce
SEATTLE -- September 28, 1998 - CellPro, Incorporated today announced that it
has executed a letter of intent to sell essentially all of its intangible assets
and intellectual property to Nexell Therapeutics, Inc., a subsidiary of VIMRx
Pharmaceuticals, Inc., for $3 million in VIMRx registered securities. CellPro
also agreed to appoint Baxter Healthcare Corporation as its exclusive worldwide
distributor of a limited number of disposable kits for its CEPRATE SC Stem Cell
Concentration System. Additionally, the company has agreed to settle all issues
remaining outstanding in its ongoing patent litigation with Baxter, John Hopkins
University and Becton Dickinson & Company for payments totaling approximately
$15.6 million.
The letter of intent contemplates that CellPro will discontinue all operations
other than the manufacturing and service functions necessary to support a
limited quantity of CEPRATE SC kits, intended to ensure the medical community
has continued access to stem cell selection technology. The letter of intent
also contemplates that consummation of the sale transaction will be conditioned
upon court approval of bankruptcy plan of reorganization to be filed promptly
after execution of definitive agreements. In connection with the announcements
made today, CellPro will discontinue its European operations. Workforce
reductions resulting from the announced transactions will affect approximately
93 employees worldwide, and include the resignation of Rick Murdock, President
and Chief Executive Officer.
Comments or forward-looking statements should be understood in the context of
CellPro's publicly available reports filed with the SEC, including the most
recent Annual Report on Form 10-K, 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 "Future Capital Needs; Potential Inability
to Access Capital Markets; Possible Insolvency," "Legal Proceedings," "Parents
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, 1998
and to the Company's press release dated July 29, 1998.
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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