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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) JANUARY 29, 1999
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
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. Closing of the Asset Purchase Agreement with Nexell
Therapeutics Inc., a subsidiary of VIMRx Pharmaceuticals,
Inc. ("VIMRX"), whereby CellPro, Incorporated ("CellPro")
sold essentially all of its research, intellectual
property, patents, antibodies and related cell banks, and
licensed rights, in exchange for $3 million in VIMRX
securities. In this transaction, 1,882,215 registered
shares of VIMRX common stock with certain restrictions on
sale were issued to CellPro. The total number of shares is
based on a pricing formula that was the average closing
price for the 15 business days which ended three days prior
to the closing, or $1.59 per share.
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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
(Registrant)
Date: February 4, 1999 /s/ Mark J. Handfelt
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Name: Mark J. Handfelt
Title: Executive Vice President and
General Counsel
